L  E  A  8  E  S 

OF 

CHICAGO,  IOWA  &  NEBRASKA  LU  ILIUM  I), 

(JEDAR  KAPIDS  &  MISSOURI  HI VEH  R.  It.  (JO. 

BELOIT  &  MADISON  R,  R,  CO., 

TO  THE 

GALENA  &  CHICAGO  UNION  R.  R.  CO. 


i 


JL. 


?2^^_ 


AGREEMENT 

BKTWKKN    TIIE 

4 

CHICAGO,    IOWA    AND    NEBRASKA    RAILROAD^* 

AND   THE 

GALENA  AND  CHICAGO  UNION  R.  R.  CO. 


AGREEMENT,  Made  and  entered. into  and  executed,  this  third 
day  of  July,  in  the  year  of  our  Lord  one  thousand  eight  hundred 
and  sixty-two,  between  the  Chicago,  Iowa  and  Nebraska  Railroad, 
a  corporation  duly  organized  under  and  by  virtue  of  the  laws  of  the 
State  of  Iowa,  of  the  first  part,  and  the  Galena  and  Chicago 
Union  Railroad  Company,  a  corporation  duly  organized  and 
chartered  by  the  State  of  Illinois,  of  the  second  part. 

The  parties  of  the  fij-st  part  are  the  owners  of,  and  now  operate 
a  line  of  railroad  in  the  State  of  Iowa,  running  from  the  Cedar  Preamble, 
river  in  the  city  of  Cedar  Rapids,  Linn  county,  to  the  west  bank 
of  the  Mississippi  river,  in  the  city  of  Clinton,  Clinton  county, 
Iowa,  about  eighty-two  miles  in  length,  together  with  depots  or 
station  grounds  at  Cedar  Rapids,  and  at  various  points  between 
Cedar  Rapids  and  Clinton,  with  station  houses,  water  tanks,  shops 
and  other  buildings  connected  with  the  railroad  thereon;  and  are 
also  the  owners  of  certain  lands  in  the  city  of  Clinton,  granted  by 
the  Iowa  Land  Company  for  railroad  purposes,  containing  about 
acres,  including  streets,  on  which  grounds  are  the 
passenger  depot,  warehouse,  engine  house,  car  shops,  machine 
shops,  wood  houses,  etc.,  of  the  parties  of  the  first  part. 

The  said  parties  of  the  first  part  are  also  the  lessees  of  the  ferry 
between  Clinton  aforesaid,  and  Little  Rock  Island,  on  the  Missis- 
sippi river,  between  Clinton  and  the  opposite  shore  of  the  Missis- 
sippi, under  an  agreement  bearing  date  June  18th,  1860,  extended 
and  enlarged  by  a  new  agreement,  dated  June  26th,  1862,  between 
the  Iowa  Land  Company  and  the  said  parties  of  the  first  part,  and 
they  are  also  entitled  to  certain  lands  for  depot  grounds,  turn-outs, 
switches  and  tracks,  on  said  Little  Rock  Island,  being  inclusive  of 
those  now  occupied,  about  fifteen  acres,  to  be  conveyed  by  the 
Iowa  Land  Company  above  referred  to,  together"  with  the  tracks 
and  switches  thereon. 


CHICAGO,  \lp\, 


AGREEMENT  -  CHICAGO     VO^'^AND    NEBRASKA   RAILROAD 


The  said  parties  of  the  first  part  are  also  the  lessees  of  the  Albany 
Railroad  bridge,  constructed  from  Little  Rock  Island,  aforesaid, 
to  the  cast  and  main  bank  of  the  Mississippi,  in  Whiteside  county, 
Illinois,  by  means  of  which,  a  connection  is  made  with  the  tracks  of 
(he  railroad  of  the  parties  of  the  second  part. 
*  It  is  deemed  to  be  for  the  mutual  benefit  of  the  parties  ef  the 
first  and  second  parts,  that  the  line  of  railway  owned  by  the 
parties  of  the  second  part,  and  extending  from  Chicago  to  a  con- 
nection with  said  railroad  bridge,  between  Fulton  and  the 
extension  of  said  line  to  Cedar  Rapids,  and  still  west  of  that  point 
toward  the  Missouri  river,  should  be  operated  and  controlled  as 
one  through  line  from  Chicago.  And  the  said  Galena  and  Chicago 
Union  Railroad  Company  have  proposed  to  operate  and  control 
the'  said  line  owned  by  the  parties  of  the  first  part,  under  a  lease 
of  the  said  railroad,  ferry  and  bridge,  to  extend'  the  full  term  of 
the  charter  of  the  Chicago,  Iowa  and  Nebraska  Railroad  Company 
and  the  Albany  Railroad  Bridge  Company,  and  with  the  full  and 
complete  use  of  the  Ferry  Company,  and  all  its  franchises,  during 
the  full  term  of  its  charter,  and  also,  extending  to  the  full  term  of 
any  extension  or  renewal  of  the  said  charters  thereof,  and  so  long 
and  so  far  as  said  parties  of  the  first  part  can  control  the  same, 
upon  the  terms  and  conditions  hereinafter  contained. 

Now,  therefore,  this  Indenture  Witnesseth,  That  the  said  parties 
have  mutually  agreed  upon  the  following  articles,  terms,  conditions 
and  agreements,  for  the  purpose  of  carrying  into  eifect  the 
purposes  and  objects  aforesaid. 


ARTICLE    F1KST. 


The  said  parlies  of  the  first  part,  for  and  in  consideration  of  the 
covenants  and  agreements  hereinafter  contained  and  performed  by 
the  parties  of  the  second  part,  and  in  pursuance  of  authority  duly 
conferred  upon  them  by  law,  have  granted,  demised  and  leased, 
and  by  these  presents  do  grant,  demise  and  lease,  to  the  said 
parties  of  the  second  part,  their  successors  and  assigns,  the  entire 
line  of  railway  or  railroad,  constructed  by  and  belonging  to  the 
said  parties  of  the  first  part,  in  Iowa,  extending  from  Clinton, 
Clinton  county,  to  Cedar  Rapids,  and  known  as  the  Chicago,  Iowa 
and  Nebraska  Railroad,  including  its  tracks  upon  Little  Rock 
Island,  owned  by  the  Albany  Railroad  Bridge  Company,  and  used 
by  the  Chicago,  Iowa  and  Nebraska  Railroad  Company,  together 
with  all  the  rights,  benefits,  possessions  and  interests  of  said 
parties  of  the  first  part,  which  they  have  or  may  have  under  and 
by  virtue  of  their  said  charter  of  incorporation  and  articles  of 
association,  and  the  laws  of  the  State  of  Iowa,  and  all  property 


AVI  III    C.AI.KXA    AND    CHICAGO    UXI  >N    RAILROAD    COMPANY. 

which  they  may  own,  have  or  possess,  whether  real  or  personal, 
which  is  in  any  wise  inci  lent  and  app'irt  vi.-int  t<>  saH  I'm  •  of  rail- 
road, and  occupied,  owne  1  and  used  as  a  p  i"t  thereof,  and  in 
connection  therewith,  in  the  States  of  Iowa  and  [Uinois,  including 
all  rights,  benefits  and  privileges  Owned,  exercised,  tis.-d,  controlled 
a-id  possessed  by  said  company,  together  with  the  right  of  way, 
road  bed,  side  tracks,  turn-out",  switches,  depots  and  depot 
grounds,  storage  grounds,  wood  yards,  cattle  yards,  warehouses, 
and  all  engines,  locomotives,  passenger',  freight,  platform,  gravel, 
wood  and  hand  cars,  and  all  wood  and  water  houses,  water  tanks, 
turn  tables,  machine  shops,  machinery,  rolling  stock,  and  fixtures, 
arid  all  grounds,  lands,  real  estate,  and  appurtenances  belonging 
to  said  railroad,  of  the  parties  of  the  first  part,  which  are  now 
owned,  used  and  possessed,  incident  to  the  enjoyment  of  the 
same,  or  which  said  parties  are  entitled  to,  or  which  they  may 
hereafter  be  entitled  to,  or  hereafter  acquire  in  any  manner  for 
such  necessary  use;  and  also  all  ferry  boats,  and  all  boats, 
together  with  their  machinery,  tackle,  appurtenances,  apparel 
and  furniture,  engines  and  boilers,  used,  possessed  or  controlled 
by  said  parties  of  the  first  part,  or  which  said  parties  have 
the  right  to  use  and  control  on  the  Mississippi  river ;  and 
also,  all  the  rights,  benefits  and  privileges  which  said  parties 
of  the  first  part  have,  in  any  way  or  manner,  to  the  ferry  at 
Clinton,  or  the  right  to  keep  and  operate  a  ferry  on  the  Mississippi 
river,  at  or  near  Clinton. 

And  also,  the  railroad  bridge  which  extends  from  the  Illinois 
bank  of  the  Mississippi  to  an  island  in  said  river,  called  Little 
Rock  Island ;  and  all  the  rights,  interests,  benefits  and  privileges 
which  said  parties  of  the  first  part  have  or  may  have  in  said 
bridge,  and  the  appurtenances  of  the  same,  and  all  the  rights, 
interests  and  privileges,  including  rights  to  real  and  personal 
property,  which  said  parties  of  the  first  part  have  acquired  from 
the  Iowa  Land  Company,  or  which  they  are  entitled  to  as  incident 
to  the  use  and  operation  of  said  railroad,  by  virtue  of  any  valid 
contract  or  contracts,  whether  written  or  parol,  and  also,  all  the 
rights,  interests,  benefits  and  privileges  which  said  parties  of  the 
first  part  may  have  in  the  Albany  Railroad  Bridge  Company,  or 
which  they  are  entitled  to  by  virtue  of  any  contract  or  agreement 
made  by  and  between  said  company  and  the  parties  of  the  first 
part  or  otherwise,  and  all  property  relating  or  incident  to  said  rail- 
road, or  the  use  and  operation  thereof,  ownt'd  by  said  parties 
of  the  first  part  in  Iowa  or  Illinois,  and  used  by  said  parties  of 
the  first  part  in  operating  the  said  railroad  of  the  said  parties  of 
the  first  part,  and  the  ferry  at  Clinton  and  the  railroad  bridgo  near 


AGREEMENT  —  CHICAGO,    IOWA   AND    NEBRASKA   RAILROAD, 

i 

Clinton  ;  and  also,  all  branch  or  lateral  roads  which  said  parties  of 
the  first  part  may  hereafter  construct  or  build,  and  all  rights,  priv- 
ileges and  real  property  which  said  parties  of  the  first  part  may 
hereafter  acquire  or  be  entitled  to  for  the  use  of  said  road,  and  as 
incident  and  necessary  to  its  enjoyment  and  operation. 

To  have  and  to  hold  all  of  the  above  mentioned  property,  rights, 
interests,  benefits,  privileges,  possessions  and  premises  so  above 
leased,  or  so  intended  to  be  leased,  unto  the  said  parties  of  the 
second  part,  their  successoVs  and  assigns,  for  and  during  the  full 
term  °^  the  col>Porate  existence  of  the  said  parties  of  the  first  part 
under  their  present  charter,  or  any  renewal  or  extension  thereof; 
and  the  said  parties  of  the  first  part  do  expressly  covenant  and 
agree  to  and  with  the  parties  of  the  second  part,  that  they  will,  in 
due  «eason,  take  all  legal  and  necessary  measures  to  obtain  a 
renewal  and  extension  of  the  charter  of  the  Chicago,  Iowa  and 
Nebraska  Railroad,  and  of  the  charter  of  the  Railroad  Bridge 
'Company,  and  of  the  Ferry  Company,  and  will,  in  good  faith,  do 
all  things  proper,  to  rene\v,  extend  and  continue  the  charters  of 
said  respective  companies,  in  order  to  make  and  render  this  Lease 
or  Contract  permanently  binding  upon  the  parties  hereto.  It  being 
also  understood,  that  said  parties  of  the  second  part  shall,  in  due 
time,  take  all  such  legal  and  proper  measures  as  may  be  neces- 
sary, to  obtain  a  renewal  or  continuance  and  extension  of  their 
said  charter  for  the  same  purpose  as  aforesaid. 

And  the  said  parties  of  the  first  part  do  further  expressly  cove- 
nant and  agree  to  and  with  the  parties  of  the  second  part,  that  in 
case  of  the  renewal,  continuance  and  extension  of  any  or  either 
of  the  charters  of  the  companies  or  corporations  above  mentioned 
and  set  forth,  that  this  Lease,  Contract  and  Agreement,  shall  con- 
tinue and  be  in  full  force  and  virtue  and  binding  upon  the  respec- 
tive parties  hereto,  in  all  of  its  parts  and  provisions  for  and  during 
the  full  term  of  any  continuance,  renewal  or  extension'  thereof,  or 
of  the  charter  of  the  Galena  and  Chicago  Union  Railroad  Com- 
pany, so  far  as  the  parties  hereto  can  bind  themselves  and  their 
respective  corporations,  and  the  stockholders  and  owners  of  the 
same. 


ARTICLE    SECOND. 


The  said  parties  of  the  first  part  hereby  covenant  and  agree  to 
and  with  the  parties  of  the  second  part,  to  deliver  to  the  said 
parties  of  the  second  part,  on  the  first  day  of  August  next,  the 
full,  complete  and  absolute  possession  of  the  Chicago,  Iowa  and 
Possession.  Nebraska  Railroad,  and  of  the  benefits,  privileges,  possessions, 
rights,  interests,  fixtures  and  properties,  both  real  and  personal 


WITH   GALKXA   AND   CHICAGO   UNION   KAILROAD   COMPANY.  i 

» 

and  mixed,  which  are  hereinbefore  mentioned,  enumerated,  specified 
and  referred  to,  and  which  are  in  any  way  or  manner  owned, 
occupied  or  possessed  by  the  parties  of  the  first  part,  or  which 
they  may  hereafter,  in  any  manner,  for  the  uses  and  purposes  of 
said  railroad  be  entitled  to  in  law  or  equity.  And  also  all  the 
rights,  interests,  benefits  and  possessions  which  said  parties  of 
the  first  part  have  or  may  have,  in  law  or  equity,  in  the  Albany 
Railroad  Bridge  Company,  and  also,  all  the  rights,  benefits, 
interests,  privileges  and  possessions  which  said  parties  of  the 
first  part  may  or  can  have  in  the  ferry  now  used,  exercised  and 
operated  at  Clinton  on  the  Mississippi  river,  and  any  and  all 
ferry  boats  or  other  boats  used,  occupied,  owned  or  possessed,  or 
which  they  may  have  the  right  to  own,  use,  occupy  or  possess, 
and  all  other  rights,  interests  and  benefits  which  said  parties  of 
the  first  part  may  be  in  any  way  or  manner  entitled  to,  and  which 
is  heretofore  referred  to  in  the  explanatory  portion  and  first  article 
of  this  Lease,  Contract  and  Agreement,  and  which  shall  not  be 
specifically  hereafter- excepted, 'and  the  same  shall  continue  in  the 
full  and  complete  possession  of  said  parties  of  the  second  part 
for  and  during  the  full  length  of  time  of  the  existence  of  the 
charter  of  the  Chicago,  Iowa  and  Nebraska  Railroad,  and  of  the 
Albany  Bridge  Company,  and  of  the  Galena  and  Chicago  Union 
Railroad  Company,  and  any  renewal  or  extension  of  the  charters 
of  said  companies  and  corporations,  and  so  far  as  the  parties 
hereto  can  permit  the  same  for  all  time  to  come,  with  the  privilege 
of  using,  occupying,  and  possessing  the  benefits  and  privileges  of 
the  ferry  and  the  Ferry  Company  at  Clinton,  during  the  existence 
of  its  charter,  and  any  and  all  renewals  or  extensions  of  the  charter 
of  the  same,  subject,  however,  to  the  payment  of  the  amount  of 
rental  for  the  rights,  privileges  and  estate  hereby  granted,  which 
is  hereinafter  reserved  ;  and  to  the  faithful  performance  of  the 
conditions  a*hd  covenants  hereinafter  contained  on  the  part  of  the 
parties  of  the  second  parl. 

ARTICLE   THIBD. 

And  the  said  parties  of  the  second  part,  as  a  consideration  for 
the  rights,  privileges,  interests  and  premises,  lands  and  real  estate, 
leased  and  granted  as  aforesaid  by  the  parties  of  the  first  part  to 
the  parties  of  the  second  part,  hereby  agree  to  pay  to  the  said 
parties  of  the  first  part,  an  annual  rental  equivalent  to  forty-seven  R«nt«ito 
and  one-half  per  cent,  of  the  gross  earnings  of  the  said  line  of  **  pmid' 
railroad,  bridge  and  ferry  extending  from  the  east  bank  of  the 
Mississippi  river  opposite  Little  Rock  Island  to  the  city  of  Cedar 


6  AGREEMENT CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD. 

« 

Rapids,  and  near  to  Cedar  river,  which  suid  rent  shall  be  paid  in 

the  way  and  manner  hereinafter  mentioned  and  set  forth. 

Keeping  of      The  parties  of  the  second  part  agree   at  all  times   to  keep  the 

and  accounts  of  the  business  and  earnings  of  said  road  in  a  mercantile 

statements  and   approved  manner,  and  to  render  a  monthly  statement  of  the 

earnings  and  their  character,  once  in  each  month,  and   a  correct 

abstract  every  six  months  to  the  parties  of  the  first  part.     And 

the  said  parties  of  the  second  part  agree  that   at  all  proper  and 

seasonable  times  they  will,  upon  the  request  of  the  parties  of  the 

first  part,  or  their  authorized  agents,  submit  to  their  examination 

the  books,  accounts  and  vouchers  pertaining  to  the  business  of 

said   road   hereby  leased,  and  give   any   needful  information   in 

respect  thereto. 

ARTICLE    FOURTH. 

Assump-  And  whereas,  the  parties  of  the  first  part  are,  by  an  existing 
liabilities  contract  with  the  Albany  Railroad  Bridge  Company,  bound  to  the 
Aibuny  ^  payment  of  the  annual  rental  of  twelve  thousand  dollars,  payable 
Company,  semi-annually  from  and  after  August  1,  1862,  to  the  full  term  of 
the  charter  of  said  Bridge  Company,  and  during  any  extension  or 
renewal  thereof;  and  whereas  also,  there  are  existing  upon  the 
railroad  of  the  parties  of  the  first  part,  two  certain  mortgages, 
viz. :  one  in  the  nominal  amount  of  eight  hundred  and  ten  thou- 
sand dollars,  under  which  bonds  drawing  ten  per  cent,  interest, 
payable  semi-ammally  on  coupons  on  the  first  days  of  June  and 
December  in  each  year,  are  outstanding,  to  the  amount  of  about 
seven  hundred  and  fifty  thousand  dollars,  and  by''the  terms  of 
which  mortgage  a  sinking  fund  of  eight  thousand  one  hundred 
dollars  per  annum  is  provided  to  be  paid  to  the  trustees  there- 
under, for  the  purpose  of  retiring  and  canceling  said  bonds,  and 
of  providing  for  the  ultimate  payment  thereof,  and  a]so  a  second 
mortgage  in  the  nominal  amount  of  seven  hundred  thousand 
dollars,  under  which  bonds  are  now  issued  and  outstanding  to  the 
amount  of  seven  hundred  thousand  dollars,  bearing  seven  per 
cent,  interest,  payable  upon  coupons  semi-annually  on  the  first 
days  of  January  and  July  in  each  year.  Now  therefore,  to  guard 
and  protect,  so  far  as  it  may  be  practicable,  the  rights,  interests 
and  possessions  of  the  said  parties  of  the  second  part  against  any 
claims,  annoyances,  suits,  disturbances,  interferences,  or  evictions, 
either  on  the  part  of  the  said  Albany  Bridge  Company  or  of  the 
trustees  or  bondholders  under  either  of  the  first  or  second  mort- 
gages aforesaid,  and  also  to  protect  the1  said  parties  of  the  second 
part  against  any  special  or  other  liens  upon  the  properly,  estates 
and  privileges  hereby  leased  and  granted  to  them  as  aforesaid,  it 


WITII    GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  7 

» 

is  hereby  mutually  agreed  that  the  portion  of  gross  receipts  to 
which  the  parties  of  the  first  part  shall  be  entitled,  as  is  provided  in 
this  agreement,  may  be  paid  and  applied  in  the  following  manner: 
First.  If  any  valid  and  legal  ^  lien  by  special  mortgage  or 
execution,  shall  exist  or  be  found  to  exist  on  any  of  the  real 
estate  hereby  leased  and  conveyed,  or  upon  any  of  the  personal 
property  herein  and  hereby  leased,  granted  or  conveyed,  which 
shall  interfere  with  or  endanger  the  peaceable  possession  of  the 
same  by  the  parties  of  the  second  part,  or  of  the  estate,  rights 
and  privileges  herein  leased  as  atbresaid,  the  said  parties  of  the 
second  part  shall  be  at  liberty  to  discharge  the  same,  and  to  charge  i^ens  to  be 

J  deducted 

to  the  parties  of  the  first  part  the  actual  amount  so  paid,  as  a  from 
part  of  said  rental  oft  forty-seven  and  a  half  per  cent,  of  such 
gross  earnings,  as  the  said  parties  of  the  first  part  may  be  entitled 
to  as  aforesaid,  and  the  parties  of  the  'first  part  shall  allow  and 
credit  such  payment  on  said  rental  account  herein  provided.  But, 
inasmuch  as  any  lien  against  the  parties  of  the  first  part  which 
may  accrue  after  the  execution  of  this  contract  and  agreement, 
will  be  subject  and  subordinate  to  the  rights  of  the  parties  of  the » 
second  part,  no  such  lien  against  the  parties  of  the  first  part,  shall 
be  paid  by  the  parties  of  the  second  part  without  the  assent  of 
the  parties  of  the  first  part. 

Second.     The  parties  of  the  second  part  may  also  pay  to  the  £fnta,™ay 
treasurer  or  proper  officer  of  the  Albany  Railroad  Bridge  Com-  8emU  „ 

•  annually. 

pany,  semi-annually,  the   said  annual  rental  of  twelve  thousand 
dollars  as  the  same  shall  become  due  and  payable,  as  aforesaid. 

Third.     The  parties  of  the  second  part  may  also  pay  to  the  Payment 

'    f.     .  .  .  ,  ofcoupons. 

holders  thereof  the  coupons  or  interest  warrants  on  the  said  out- 
standing first  mortgage  bonds  of  the  parties  of  the  first  part. 

Fourth.     The  parties   of  the    second  part  may  also   pay  the 
coupons  or  interest  warrants  on  two  hundred  thousand  dollars  of 
the  said  second  mortgage  bonds ;  all  of  which  payments  above 
specified  may  be  paid  in  the  city  of  New   York,  and  the   amount 
so  paid  shall  be  charged  to  the  account  of  the  parties  of  the  first 
part,  adding  thereto  the  current  rate  of  exchange  on  such  sums  as 
the  parties  of  the  second  part  shall  have  paid  in  the  city  of  New 
York  or  elsewhere  than  in  Chicago  ;  and  it  is  also  further  agreed 
by  the  parties  of  the  first  part  that  they  will,  in  order  to  provide 
for  the  greater  security  of  the  parties  of  the   second  part  in  the 
use  and  enjoyment  of  the  rights,  privileges  and  property  herein  by  payment 
this  contract  and   agreement  leased  and  granted,   on  or   before  ontsoo/ooo 
the  first  day  of  August  next,  deposit,  or  cause  to  be  deposited,  ^nd 
with  the  trustees  under  said  second  mortgage,  five  hundred  thou-  bol^tobe 
sand  dollars  at  par  value  of  the  second  mortgage  bonds  of  the  °j'nditlon* 


AGREEMENT CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD, 

said  Chicago,  Iowa  and  Nebraska  Railroad,  together  with  all  the 
interest  warrants  or  coupons  annexed  to  the  same,  which  mature 
after  that  date,  to  be  retained  and  held  in  trust  and  abeyance  by  the 
said  trustees.  And  it  is  further  agreed  by  the  parties  of  the  first 
part,  that  the  same  shall  not  be  withdrawn,  nor  shall  the  coupons 
thereon  be  presented  for  payment,  unless  the  said  parties  of  the 
second  part  shall,  receive  a  sufficient  amount  from  the  gross  earn- 
ings of  the  said  Chicago,  Iowa  and  Nebraska  Railroad,  and  from 
the  bridge  and  ferry,  to  pay  the  interest  on  the  mortgage  herein- 
before mentioned,  and  the  sinking  fund  and  coupons  and  rent  to 
the  Ferry  Company  as  is  hereinafter  more  particularly  provided  and 
set  forth,  it  being  distinctly  understood  that  the  said  parties  of  the 
second  part  shall  not  be  required  by  anything  in  this  Contract  and 
Agreement,  to  pay  to  said  parties  of  the  first  part,  or  for  their  use, 
for  any  purpose  during  one  year,  any  greater  or  other  sum  than 
the  forty-seven  and  one-half  per  cent,  of  the  gross  earnings  aris- 
ing from  the  use,  occupation  and  operation  of  the  said  Chicago, 
Iowa  and  Nebraska.  Railroad,  and  s.aid  ferry  at  Clinton,  and  the 
,  Albany  Railroad  Bridge. 

ARTICLE   FIFTH. 

It  is  further  agreed  by  and  between  the  parties  hereto,  that  the 
said  parties  of  the  second  part  ma^  make  the  payments  to  the  said 
bridge  company,  and  on  said  first  mortgage  bond  coupons,  and  on 
two  hundred  thousand  dollars  of  said  second  mortgage  bond  cou- 
pons, if  the  amount  of  rental  herein  provided  to  be  paid  to  the 
parties  of  the  first  part  shall  be  sufficient  for  so  .doing,  which 
amounts,  so  paid  by  the  parties  of  the  second  part,  shall  be  charged 
to  the  parties  of  the  first  part,  and  be  deducted  from  the  amount  of 
the  proportion  of  the  gross  earnings  hereby  stipulated  to  be  paid  for 
the  use,  occupation  and  operation  of  the  said  Chicago,  Iowa  and 
Nebraska  Railroad,  and  the  ferry  at  Clinton,  and  the  Albany 
Railroad  Bridge. 

It  is  further  understood  and  agreed  that  the  parties  of  the  second 
part  may,  in  like  manner,  if  in  their  judgment  it  becomes  essential 
to  their  protection  in  any  manner,  pay  over  to  the  trustees  of  the 
bondholders  of  the  first  mortgage,  the  annual  amount  of  eight 
thousand  one  hundred  dollars  for  the  sinking  fund  provided  by 
said  mortgage,  which  amount  may  be  charged  to  said  parties  of 
the  first  part,  and  deducted  from  any  sum  due  said  parties  of  the 
first  part,  or  which  may  become  due  them;  and  it  is  further  under- 
stood and  agreed,  that  the  parties  of  the  second  part  may,  at  the 
request  of  the  treasurer  of  the  first  parties,  pay  any  of  the  various 
classes  of  indebtedness  of  the  parties  of  the  first  part  which  are 


\VITH   GALENA   AND  ^CHICAGO   UNION   RAILROAD   COMPANY.  9 

herein  mentioned,  and  which  are  liens  upon  the  said  railroad,  fer- 
ry and  railroad  bridge  herein  mentioned,  in  advance  of  the  time 
when  the  amount  of  rental  herein  provided  to  be  paid  may  be- 
come due,  and  may  pay  any  sum  or  sums  greater  than  the  amount 
of  rental  for  and  on  account  of  said  mentioned  liens  of  the  parties  payment 
of  the  first  part,  but  in  any  and  all  such  cases  the  said  parties  of  ma/be"* 
the  second  part    shall  be  entitled  to  interest  on  any  excess   of  before  due. 
payment  so  made  over  the  amount  of  rental  herein  provided  for, 
until  reimbursed  by  receipts,  and  shall  also  be  at  liberty  to  deduct 
all  such  amounts  of  advances,  together  with  the  interest  thereon, 
from  said  forty-seven  and  one-half  per  cent,  next  accruing  there- 
after.    And  they  further  agree,  that* whenever  the  per  centage  to 
be  credited  to  the  parties  of  the  first  part  shall,  by  accumulation, 
be  in  excess  of  the  payments  made  on  account  thereof  to  any  con- 
siderable  amount,  say,  one  thousand   dollars,  they  will,  at  the 
request  of,  and  through  the  treasurer  or  other  financial  officer  of 
the  company,  pay  any  of  the  then  next  maturing  coupons  on  said 
first  mortgage  bonds,  or  any  bther  lien  next  payable,  in  advance  of 
the  maturity  thereof,  but  in  no  case  exceeding  the  said  accumu-  * 
lated  per  centage. 

It  is  further  understood  and  agreed,  that  whenever  the  rental  to  when  the 
be  paid  to  the  parties  of  the  first  part  shall  be  sufficient  to  pay  all  mor 
the  liens,  claims   and  demands*  herein   mentioned,  including  the  be 
interest  on  the  five  hundred  thousand  dollars  of  second  mortgage  f^ 
bonds,  which  are  herein  provided  to  be  held  in  trust  and  in  abey-  trustee. 
ance,  as.  is  herein  provided,  for  three  successive  years,  then  and 
in  that  caseytwo  hundred  thousand  dollars  of  the  same  may  be 
withdrawn   from  the  hands   of   the   trustee   or  depositee ;    and 
when  the  amount  of  the  gross  earnings  which  is  herein  provided 
to  be  paid  to  the  parties  of  the  first  part,  shall  be  sufficient  to  pay 
the  interest  on  all  the  various  classes  of  liens,  claims  and  demands 
for  five  consecutive  years,  then  the  residue  of  the  bonds  may  be 
withdrawn,  and  said  trust  shall  terminate. 

It  is  further  expressly  agreed  on  the  part  of  the  parties  of  the  NO  liens  to 
first  part,  that  they  shall  so  manage  their  affairs,  and  shall  so  to  attach* 
arrange  for  the  prompt  payment  of  all  bonds  issued  by  the  said 
Chicago,  Iowa  and  Nebraska  Railroad,  and  said  Ferry  Company, 
and  said  Albany  Railroad  Bridge  Company,  and  the  interest  on 
the   same,  that  there  shall  be  no  liens,  judgments  or  executions 
suffered  or  permitted  to  attach  to  any  of  the  property  of  said  com- 
panies, their  franchies  or  privileges,  so  far  as  they  can  in  any  man- 
ner control  the  same  during  the  continuance  of  this  Lease  and 
Agreement 


10  AGREKMENT —  CHICAGO,    IOWA    AND   NEBRASKA   RAILROAD, 


AUTICLE    SIXTH. 

And  the  said  parties  of  the  second  part  further  covenant  and 
agree  to  and  with  the  said  parties  of  the  first  part,  that  they  will, 
at  the  time  of  the  delivery  and  taking  possession  of  the  Chicago, 
Iowa  and  Nebraska  Railroad  and  the  ferry,  and  the  rights  and 
privileges  of  the  same,  and  of  the  railroad  bridge  at  Clinton,  and  of 
all  the  rights,  property,  interests,  benefits  and  privileges  herein 
mentioned,  specified  and  set  forth,  which  the  said  parties  of  the 
first  part  have  covenanted  and  agreed  to  lease  and  deliver,  as 
hereinbefore  provided,  pay  the  fair  cash  price  for  the  fuel,  lumber, 
Purchase  •  ties,  timber,  iron,  steel,  and  other  materials  for  repairing  and  eon- 

nf equip- 
ment  and  structing   of    engines,  cars,  buildings,  bridges,  •  fences,   or   other 

on  hand,  appurtenances  then  on  hand  ;  the  quality,  quantity  and  value  to  be 
determined  by  inspection,  and  by  weight  and  measurement;  and 
will  also,  in  consideration  of  the  expenditures  made  by  the  Chicago, 
Iowa  and  Nebraska  Railroad  during  the  past  year  in  the  construc- 
tion of  machine  shops,  and  purchase  pf  rolling  stock,  locomotives, 
and  in  consideration  of  fifty  box  freight  cars,  two  new  engines, 
and  tools  for  mechanics  to  work  with  in  the  various  machine  shops, 
and  all  other  expenditures,  pay  the  additional  sum  of  sixty  thou- 
sand dollars,  less  any  sum  or  sums  of  money  which  may  be  due,  in 
any  way,  to  the  said  parties  of  «the  second  part  irom  the  said 
parties  of  the  first  part  for  any  advances  heretofore  made  to  said 
parties  of  the  first  part,  and  for  charges  in  carrying  freight  for  said 
parties  of  the  first  part,  or  otherwise. 

It  is  fun  her  understood  and  agreed  by  and  between  the  parties 
hereto,  that  on  said  first  day  of  August,  all  claims,  demands  and 
accounts  of  every  character  and  kind,  between  the  parties  hereto, 
prior  to  said  first  day  of  August,  18t>'2,  shall  be  fully  and  completely 
adjusted  and  settled,  and  that  all  contracts,  agreements  and  under- 
standings whatever,  except  the  stipulations  relating  to  the  existing 
tariff,  or  as  to  joint  tariffs,  whether  written  or  parol,  shall  on  said 

Canceii'-    c]av    be    abrogated,  annuled,   canceled    and  superseded    by  this 

tion  of  all  • 

pri-'r         Contract  and  Agreement,  and  that  from  and  after  said  date,  the 

agree- 
ments        conditions  and  provisions  of  this  contract  shall  govern  and'control 

the  parties  the  said  respective  parties  hereto  in  all  respects,  and  the  said  com- 
pensation herein  provided  to  be  paid  shall  be  in  lieu  of  all  draw- 
backs, per  centages,  considerations,  and  arrangements,  whatsoever, 
now  existing  between  the  said  respective  parties. 

ARTICLE    SEVENTH. 

The  parties  of  the  second  part,  in  consideration  of  the  premises 
aforesaid,  agree  and.  covenant  to  maintain,  keep  and  operate  the 


WITH    GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  11 

said  line  of  railroad  frotn  the  western  terminus  of  their  o\vn  road  £^™£ 
on  the  Illinois  shore  at  the  east  end  of  said  bad'1,  including  said  ;"»<i«n<i 

ke?i>  la 

ferry  and  railway  from  Clinton  to  Cedar  R  ipids,  daring  the  term  repair. 
of  this  agreement,  and  the  continuance,  or  extension  or  renewals 
of  said  charter. 

The  parties  of  the  second  part  are,  for  this  purpose,  to  maintain 
and  keep  the  said  railroad  bridge  and  the  tracks  thereon,  and  the 
connections  thereof,  in  good  order  and  condiiion  for  doing  the 
business  of  the  line ;  and  they  are  olso  to  maintain  and  keep  the 
said  ferry  and  its  connections,  with  the  boats  and  appurtenances, 
in  the  like  order  and  condition  for  the  transfer  of  passengers  and 
freight  across  the  river  to  Little  Rook  Island,  until  they  shall  deem 
it  advisable  to  construct  a  draw-bridge  across  the  main  channel  of 
the  river,  so  as  to  make,  with  the  bridge  already  constructed,  a  con- 
tinuous bridge  line  across  the  river  from  Clinton  to  the  Illinois 
shore  as  aforesaid;  after  which  the  said  parties  of  the  second  part 
are  to  maintain  the  bridge  and  railroad  track  over  said  main  chan- 
nel, instead  of  said  ferry.  \ 

The  said  parties  of  the  second  part  further  agree  at  all  times  to 
maintain  in  good  order  and  condition,  and  operate  the  entire  line 
of  the  road  leased,  and  all  the  fixtures  and  appurtenances  thereof, 
in  good  order  and  with  a  full  equipment  of  motive  power  and 
rolling-stock,  in  order  to  furnish  at  all  times  all  the  facilities  for  the 
carrying  of  freight  and  passengers  which  the  growing  business  of 
the  company,  and  the  wants  of  the  country  may  require,  and  the 
interests  of  the  line  may  dictate ;  and  they  shall  also  construct 
from  time  to  time  such  erections,  engine  houses,  warehouses,  shops, 
etc.,  along  said  line  as  shall  be  essential  to  the  prosperity  of  its 
business,  and  to  make  the  said  line,  ultimately,  a  first  class,  railroad. 

And  it  is  further  understood  and  agreed,  that  the  said  parties  of  TO 
the  second  part  will  and  shall  make  the  said  city  of  Clinton  the  *h..p8at 
eastern   terminus   of  the  Chicago,  Iowa  and  Nebraska  Railroad, 
and  shall  maintain  there  the  machine  shops,  depots,  car  shops  and 
engine  houses  for  that  purpose,  and  shall  increase  such  facilities  at 
that  point,  from  time  to  time,  as  the  business  of  the  company  may 
prudently  demand  in  reference  to  this  provision. 

ARTICLE    EIGHTH. 

It  is  further  covenanted  and  agreed  by  the  parties  of  the  first  rr*tp»rty 

0  n  t  •  n»»  gn 

part,  to  and  with  the  parties  of  the  second  part,  that  they  will  as-  «-»i»ii'* 

con  tracts. 

sign,  transfer  and  make  over  to  the  parties  of  the  second  part,  all 
contracts  which  they  have  with  any  company,  or  corporation,  or 
association,  or  individual,  whatever,  relating  to  the  said  railroad  of 


12  AGREEMENT  -  CHICAGO,  IOWA  AND  NEBRASKA  RAILROAD, 

the  parties  of  the  first  part,  excepting  those  below  specified,  and  par- 
ticularly a  certain  contract  relating  to  building  fifty  box  freight 
cars,  and  all  their  interest  in  all  contracts  and  agreements  relating 
to  the  ferry  at  Clinton  and  the  use  and  operation  of  the  same,  and 
all  contracts  and  agreements  relating  to  the  railroad  bridge  and 
the  use  and  operation  of  the  same,  and  a  triplicate  of  each  of  said 
last  named  contracts  is  to  be  delivered  to  the  parties  of  the  second 
part,  with  a  transfer  of  all  the  interests  of  the  parties  of  the  first 
part  therein,  for  all  the  purposes  of  this  indenture,  and  subject  to 
the  provisions  of  the  same,  duly  executed  thereon. 

ARTICLE   NINTH. 

fionswi'th        The  parties  of  the  second  part,  in  consideration  of  the  premises 

?oadsat     before   recited,  hereby  covenant  and'  agree  that  they  will   not, 

Clinton,      during  the  continuance  of  this  Lease  or  Contract,  agree  to  or  make 

any  connection  with  any  other.  railroad  at  Clinton,  or  between  Clin- 

ton and  De  Witt,  without  the  consent  of  the  parties  of  the  first 

part. 

ARTICLE    TENTH. 


ofhflrsten  r^ie  Parties  °f  the  second  part  agree  with  the  parties  of  the 
Sar'btge  ^rs*  Par^)  ^at  on  ^ie  maturity  of  the  first  mortgage  bonds  in  1876, 
continued.  tne  \\en  of  the  mortage,  by  which  the  same  are  secured,  to  the 
amount  of  the  principal  of  said  bonds,  which  may  then  remain 
unpaid,  after  satisfying  the  demands  of  the  sinking  fund  provided 
by  the  mortgage,  may  be  continued  or  extended  under  the  same 
instrument,  by  any  legal  instrument  in  confirmation  or  affirmation 
thereof,  which  shall  be  deemed  proper  and  necessary  in  that  behalf, 
as  a  coljateral  security  for  the  payment  of  the  principal  of  said 
remaining  first  mortgage  bonds  at  a  future  date,  within  fifty  years 
from  the  first  day  of  June,  1876,  and  for  the  payment  of  interest 
thereon  at  a  rate  not  exceeding  ten  per  cent,  per  annum,  payable 
semi-annually  upon  new  coupons  to  be  annexed  thereto,  or  to  any 
obligations  given  in  lieu  thereof,  or  if  the  same  shall  be  deemed 
safe  and  expedient  by  the  parties  of  the  first  part,  a  new  mortgage, 
on  such  time  as  they  may  deem  advisable,  or  lien  may  be  created 
and  imposed  upon  said  railroad  and  its  appurtenances,  as  described 
in  the  original  first  mortgage,  to  the  principal  sum  of  the  then  out- 
standing and  unpaid  first  mortgage  bo'nds,  under  which,  as  a  col- 
lateral security,  a  new  issue  of  bonds,  not  exceeding  in  the  aggre- 
gate amount  the  face  of  such  new  mortgage,  may  be  issued,  of  the 
character  above  described  or  recited  ;  said  bonds,  when  issued,  to 
be  placed  in  the  hands  of  trustees  to  be  approved  by  the  parties  of 
the  second  part,  and  to  be  delivered  up  from  time  to  time  in  ex- 


WITH  GALENA   AND    CHICAGO   UNION   EAILEOAD   COMPANY.  13 

change  for,  or  in  payment  of,  an  equal  amount  of  said  original  first 
mortgage  bonds,  and  to  be  in  such  case  surrendered  to  and  canceled 
by  said  trustees.  And  when  the  principal  shall  become  due  on  the 
said  second  mortgage  bonds,  the  lien  of  the  same  may  be  extended  or 
renewed  in  either  of  the  modes  above  provided,  or  both  of  said  liens 
may  be  continued  in  any  other  legal  mode  which  may  be  devised 
or  desired  by  the  parties  of  the  first  part,  which  shall  not  increase 
the  aggregate  amount  of  said  mortgage  liens  beyond  the  principal 
of  the  bonds  then  remaining  unpaid.  And  such  extended  or 
renewed  liens,  to  the  amount  of  the  aforesaid  principal,  shall  respec- 
tively and  separately  be  recognized  and  held  as  liens  prior  and 
paramount  to  the  lease  created  by  this  indenture  to  the  extent,  and 
only  to  the  extent  of  the  principal  and  accruing  interest  of  the 
amount  of  the  original  first  and  the  original  second  mortgage  The  Hen  of 
bonds  respectively,  which  shall  be  surrendered  and  canceled ;  mortgage 
Provided,  however,  always,  that  in  extending  or  renewing  either  continued, 
of  said  liens  respectively,  provision  shall  be  made,  in  valid  and 
legal  form,  for  the  creation  of  a  sinking  fund,  by  the  payment  annu- 
ally, to  some  suitable  and  approved  trustees,  of  a  sum  not  less  than 
one  per  cent,  upon  the  face  of  such  mortgages  respectively,  to  be 
applied  in  the  payment  and  extinction  of  the  said  bonds  respec- 
tively, or  invested  for  that  purpose,  as  may  be  provided.  And  in 
case  any  further  or  subsequent  extension  or  renewal  of  said  liens, 
or  either  of  them,  shall  become  necessary  to  the  extent  of  the  then 
remaining  principal  of  the  bonds  issued  thereunder  respectively, 
the  same,  or  either  of  the  same,  may  be  renewed  or  extended,  in 
the  mode  and  on  the  principles  and  conditions,  and  with  the  effect 
above  provided. 

ARTICLE    ELEVENTH. 

It  is  hereby  agreed  by  the  parties  of  the  first  part,  that  they  will,  £0e^\aj"0  be 
on  or  before  the  first  day  of  August  next,  cause  forty-four  bonds  ^*n^]eil1 
under  the  first  mortage,  of  one  thousand  dollars  each,  together  1S62. 
with  all  the  unpaid  and  future  maturing  coupons  thereon,  to  be 
canceled  by  the  trustees  under  the  said  mortgage,  and  to  deliver 
his  Certificate  thereof  to  the  parties  of  the  second  part,  so  as  to 
leave  outstanding  under  said  first  mortgage  only  the  principal  of 
seven  hundred  and  fifty  thousand  dollars  and  interest  from  and 
after  the  first  day  of  June,  1862. 

And  the  parties  of  the  first  part^hall  also  secure,  to  the  satisfac- 
tion of  the  parties  of  the  second  part,  on  the  first  day  of  August 
next,  the  payment  of  two  months  interest  on  the  seven  hundred 
and  fifty  first  mortgage  bonds,  and  one  month's  interest  on  two 
hundred  thousand  dollars  second  mortgage  bonds,  which  security 


14  AGREEMENT CHICAGO,   IOWA   JTND    NEBRASKA   RAILROAD, 

on  the  first  mortgage  bonds  shall  be  available  and  payable  ten 
days  prior  to  December  1st,  1862,  and  on  the  two  hundred  thou- 
sand dollars  second  mortgage  ten  days  prior  to  January  1st,  1863, 
without  interest,  or  else  the  amount  shall  be  rebated  from  the  sixty 
thousand  dollars  to  be  accounted  for. 

ARTICLE    TWELFTH. 

Adoption  It  is  mutually  agreed  and  covenanted  by  the  parties  hereto,  that 
the  joint  tariff  published  to  take  effect  May  10th,  1862,  on  their 
said  roads,  and  the  rates  of  divisions  thereunder,  shall  be  and 
remain  the  standard  tariff  until  the  first  day  of  January,  1863,  and 
until  the  same  shall  be  changed  in  the  manner  hereinafter  set  forth, 
and  that  any  increase  or  reduction  of  any  of  the  rates  regulated 
thereby  shall  be  shared  between  the  said  companies  in  propor- 
tion to  the  rates  of  their  shares  in  the  present  tariff,  but  the  rates 
allowed  to  the  bridge  and  ferry  shall  not,  during  said  period,  be 
changed.  The  existing  local  tariff  of  the  parties  of  the  first  part 
may  be  modified  by  the  Superintendent  of  the  Galena  and  Chicago 
Union  Railroad  Company  as  circumstances  may,  in  his  judgment, 
require,  to  protect  and  promote  the  mutual  interests  of  the  parties 
at  any  time  during  the  term  above  provided  for. 

Tariff  for  During  the  month  of  January,  1863,  the  said  Superintendent 
cunion.  shall  prepare  a  local  tariff  for  each  of  the  two  lines  west  of  Clin- 
ton, and  a  joint  tariff  for  said  lines,  also  a  joint  tariff  for  the 
business  passing  over  one  or  both  of  said  lines,  and  the  whole,  or 
some  part  of  the  Galena  road,  with  the  rates  of  division  between 
them  proposed  by  him  as  equitable  and  just  to  the  several  parties, 
and  submit  the  same  to  the  Presidents  of  the  two  companies  west 
of  Clinton.  If  approved,  or  not  objected  to  by  written  notice, 
mailed  within  thirty  days  thereafter  to  said  Superintendent,  such 
tariffs  as  proposed  shall  be  the  standard  tariffs  for  the  next  year 
thereafter,  and  until  the  same  may  be  modified  or  changed  as 
below  provided  ;  and  if  either  of  the  parties  west  of  Clinton  shall 
object  to  said  proposed  tariffs,  then  the  parties  of  the  first  and 
second  parts  hereto  agree  that  the  whole  question  of  tariff,  and 
the  rate  of  division  and  the  regulation  thereof  as  between'  tjiem, 
shall  be  submitted  to,  and  determined  by,  a  disinterested  com- 
mission, consisting  of  three  persons  connected  with  railroads  and 
experienced  in  railroad  tariffs,  one  to  be  selected  by  each  of  the 
parties,  and  the  two  thus  selected  to  choose  a  third  of  like  char- 
acter, and  such  commissioners  are,  as  early  as  practicable,  by  a 
concurrence  of  two,  at  least,  of  them,  to  determine  the  questions. 
In  the  determination  of  said  questions,  the  commissioners  shall 
take  into  consideration  the  benefits  of  a  through  line  to  each  of 


WITH    GALENA   AND   CHICAGO   UNION   RAILROAD    COMPANY.  15 

«k 

said  parties,  and  shall  give  such  consideration  and  effect  to  any 
local  advantage  of  position  which  either  may  possess  as  they  shall 
deem  it  entitled  to,  and  shall,  so  far  as  they  may  be  able,  make 
such  just  award  as  shall  prevent  either  party  from  receiving  undue 
benefit  at  the  expense  of  the  other ;  and  in  any  advance  or 
reduction  of  the  tariff  established  under  or  authorized  by  such 
commissioners,  the  principles  aforesaid  shall  be  recognized  and 
fully  applied.  The  decision  of  such  commissioners  shall  be  bind- 
ing upon  the  parties  for  one  year,  and  until  a  new  tariff  or  adjust- 
ment shall  in  the  manner  last  above  set  forth  be  fixed  by  a  new  refer- 
ence, which  shall  be  made  in  the  same  way,  on  the  same  conditions, 
and  with  the  same  effect  as  before.  And  either  party  may  demand 
and  obtain  a  new  reference,  as  before  provided,  after  any  tariff 
and  rate  of  division  have  been  in  operation  for  one  year,  and  have 
'proved  unsatisfactory  to  either. 

It  is  further  stipulated,  that  in  the  event  that^the  Cedar  Rapids  f^'iff  wlth 
and  Missouri  River  Railroad*  Company  shall,  by  virtue  of  a  pro-  g^ids 
posed  contract  for  a  lease  of  their  line  to  the  parties  of  the  second  ^dR  R 
part,   consent  thereto,  the  said  parties  of  the  first  part  will,  with 
said  Cedar  Rapids  and  Missouri  River  Railroad  Company,  and 
the  parties  of  the  second  part,  submit  to  said  commissioners,  on  the 
terms  and  in  the  mode  above  provided,  the  negotiation  and  adjust- 
ment of  a  joint  tariff  as  between  said  two  lines,  and  of  a  joint  tariff 
between  the  two  western  lines  and  said  Galena  Company,  viewing 
said  western  lines  in  this  regard  as  one,  and  as  an  extension  of 
the  Chicago,  Iowa  and  Nebraska  line,  such  reference  to  have  the 
same  effect  and  character  as  the  one  first  above  provided. 

And  it  is  further  stipulated  that  until  the  said  reference  and 
aw'ard,  and  after  the  first  day  of  August,  1862,  in  case  the  Cedar 
Rapids  and  Missouri  River  Railroad  shall  enter  into  said  contract 
as  referred  to,  the  existing  tariff  between  them  shall  be  modified 
by  the  Superintendent  of  the  Galena  and  Chicago  Union  Railroad 
Company,  so  as  to  divide  the  earnings  of  said  roads  under  said 
tariff,  upon  the  pro  rata  receipts  per  mile  run  in  the  creation  of 
such  earnings. 

ARTICLE    THIRTEENTH. 

The  parties  of  the  second  part  further  covenant  and  agree  to  Taxes  mnd 

HMM* 

pay  and  discharge  all  taxes,  assessments  and  imposts  which  may  n»«ots. 
be  assessed  upon  the  property  and  estate  hereby  leased,  granted 
and  conveyed  by  the  parties  of  the  first  part  to  the  parties  of  the 
second  part,  after  the  first  day  of  August,  1862,  during  the  exist- 
nce  of  this  Contract  and  Agreement,  to  the  same  extent  as  if  the 
parties  of  the  second  part  were  the  legal  owners  thereof  under 


16  AGREEMENT  -  CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD, 

> 

the  charter  of  the  parties  of  the  first  part,  the  said  parties  of  the 
first  part  hereby  agreeing  to  pay  all  taxes,  assessments  and  im- 
posts chargeable  or  assessable  or  due  thereon  prior  to  said  first 
day  of  August,  1802,  and  also,  all  judgments  or  special  liens  of 
every  kind,  if  any  exist,  and  also,  chattel  mortgages  or  other 
special  mortgage  on  any  of  said  premises  apd  property  on  said 
first  day  of  August  next. 

ARTICLE    FOURTEENTH. 

profiles  ^e  maPs>  plans,  profiles,  office  furniture,  except  two  safes  in 
furniture  *ke  Secretary's  office  and  furniture  belonging  to  said  office; 
surveys,  title  papers,  and  contracts  in  reference  to  the  title  of  the 
lands  owned  or  occupied  by  the  parties  of  the  first  part  for  rail- 
road purposes,  shall  be  delivered  to  the  parties  of  the  second  part 
on  or  before  the  first  day  of  August,  1862,  or  as  soon  thereafter  as* 
shall  be  practicable.  • 

ARTICLE   FIFTEENTH. 

Fencing.  The  parties  of  the  second  part  agree  to  complete,  with  reason- 
able expedition,  the  construction  of  fences  along  the  said  railroad, 
where  parties  of  the  first  part  have  not  already  constructed  them, 
and  also  to  carry  out  and  assume  such  existing  and  valid  contracts 
as  may  exist  between  the  said  parties  of  the  first  part  and  owners 
of  premises  adjoining  said  railroad,  in  respe'ct  to  cattle  passes  and 
road  crossings. 

ARTICLE    SIXTEENTH. 

frrcr!R!A       Whenever  iron,  ties  or  other  material  for  the  construction  of  the 

carHed*1     Cedar  Rapids  and  Missouri  River  Railroad  shall  be  transported  -by 

over  road.  fae  parties   of   the   second  part  over  the    Chicago,   Iowa   and 

Nebraska  Railroad  at  the  actual  cost  of  transportation,  the  said 

cost  is  not  to  be  considered  as  any  part  of  the  gross  earnings  of 

the  parties  of  the  second  part,  and  is  not  to  enter  into  the  esti- 

mates, or  a  division  of  receipts  as  provided  in  this  indenture. 

ARTICLE    SEVENTEENTH. 

whereas,  the  said  parties  of  the  second  part  are  a  corpora- 


liability  tion  of  the  s^^  Of  Illinois  and  resident  therein  ;  and  whereas, 
damai?e».i  liabilities  and  penalties  may  be  incurred  in  using  and  operating  the 
said  railroad  of  the  parties  of  the  first  part,  under  this  Lease  and 
Contract,  for  which  the  parties  of  the  first  part  may,  under  the  laws 
of  Iowa,  as  a  resident  thereof,  be  primarily  and  directly  responsible  ; 
therefore,  it  is  agreed  by  the  parties  of  the  .second  part,  that  they 
will  assume  and  pay  all  damages,  demands  and  liabilities  which 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  17 

« 

may  arise  or  be  incurred  by  reason  of  any  injury  or  damage  to 
person,  or  personal  or  other  property,  resulting  from  the  operation 
and  running  of  said  railroad  by  the  parties  of  the  second  part,  and 
will  also  pay  any  penalties  which  may  be  imposed  upon  the  rail- 
road of  the  parties  of  the  first  part  by  reason  of  any  neglect  or 
omission  of  the  parties  of  the  second  part  to  comply  with  any 
statute  of  the  State  of  Iowa,  or  by  the  commission  of  any  act 
which  maybe  prohibited  by  law  in  the  use  of  said  railroad  and  the 
interests  hereby  granted,  and  the  said  parties  of  the  second  par;t 
agree  to  indemnify  and  save  harmless  the  .said  parties  of  the  first 
part  against  all  loss,  damage  and  costs,  in  this  article  mentioned 
and  set  forth. 

ARTICLE    EIGHTEENTH. 

It  is  expressly  understood  that  any  lands  owned  by  the  said  Certain 
railroad  company,  or  in  which  they  are  equitably  interested,  and  »erved  by 
which  are  not  required  for  the  purposes  of  said  road  for  station 
and  depot  grounds,  at  Wheatland,  London  and  Mechanicsville, 
are  reserved  from  this  Lease,  it  being  the  intention  of  this  article 
only  to  reserve  the  equitable  interests  of  the  company  in  certain 
Village  lots  at  these  places  outside  of  the  depot  and  stations,  the 
title  to  which  was  taken  in  the  name  of  one  of  the  former  officers 
of  the  Chicago,  Iowa  and  Nebraska  Railroad,  but  for  its  benefit. 

ARTICLE    NINETEENTH. 

It  is  further  covenanted  and  agreed  between  the  parties  hereto,  if  o.  *  c. 
that  in  case*  the  parties  of  the  second  part  shall,  at  any  time,  lose  their 

.,.,.,  ,.  .  .         corporate 

their  legal  powers  as  a  corporation  lor  any  cause,  or   in  anywise  rights  or 
be  divested  of  the  title  and  control  of  their  own  railroad  line  from  rent," P 
Chicago  to  the  eastern  bank  of  the  Mississippi  river,  as  aforesaid, 
or  shall  fail  to  pay  the  rental  as  stipulated  and  agreed  to  be  paid 
by  this  indenture,  for  sixty  days  after  the  same  shall  become  due 
and  payable,  or  in  case  they  shall  neglect  or  fail  to*  perform  and 
discharge  any  one  or  more  of  the  covenants  of  this  indenture, 
materially   affecting,  prejudicing  or  jeopardizing  the  rights  and 
interests  of  the  parties  of  the  first  part  hereto,  and  shall  continue 
in  such  neglect  and  failure  for  sixty  days   after   written  notice  of 
their  default  in  the   discharge  and   fulfilment  of  such  particular 
covenant  or  covenants  in  respect  to  which  a  breach  is  complained  Jh£°^*' 
of,  said  parties  of  the  first  part  may  declare   this  indenture  of  ? 
Lease  annuled  and  void,  and  the  right  of  the  parties  of  the  second 
part  in  the  premises  hereby  leased  and  granted,  determined   and 
at  an  end,  and  may  take  any  measures  or  proceedings  authorized 
by  law  in  any  court  of  record  having  equitable  jurisdiction,  to 
3 


18  AGREEMENT CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD, 

compel  a  surrender  of  all  the  said  rights,  interests,  privileges,  and 
estate  hereby  granted  and  leased,  on  such  terms  "and  conditions  as 
said  court  shall  adjudge  and  declare  to  be  just  and  equitable. 
Written  notice  of  sixty  days  shall  be  given  by  the  parties  of  the 
first  part  to  the  parties  of  the  second  part,  in  all  cases  complained  of. 
And  at  the  special  request  of  the  parties  of  the  second  part,  it  is 
hereby  stipulated  that  they  shall  have  in  any  suit  or  proceedings 
which  may  be  instituted  in  any  court  under  any  of  these  provisions, 
tjie  full  right  to  deny  the  violation  or  breach  of  any  covenant  the 
breach  of  which  is  complained  of,  and  such  issue  shall  in  all  cases 
be  submitted  to  such  court  for  its  decision. 

ARTICLE    TWENTIETH. 

Ire«  During  the  existence  and  operation  of  this  agreement,   the  di- 

rectors, officers  and  general  agents  of  the  parties  of  the  first  part 
shall,  as  they  may  desire,  be  entitled  to  free  passage  over  the 
railway  lines  of  the  parties  of  the  second  part,  and  over  liues 
leased  and  operated  by  them. 

ARTICLE   TWENTY-FIRST. 

G.  AC.  to      And  the  said  parties  of  the  second  part  also  assume  the  agree- 

pay  for  ° 

windmill     ment  or  contract  for  the  construction  and  payment  for  the  windmill 

at  De  Witt.  ~    J 

and  pump  at  De  Witt,  for  which  the  sum  of  four  hundred  and 
fifty  dollars  was  to  be  paid  in  monthly  installments,  twenty  dollars 
being  the  estimated  monthly  saving  between  the  cost  of  supplying 
the  station  with  water  by  hand  and  by  said  pump.  . 

ARTICLE   TWENTY-SECOND. 

Thu  Lease      This  Contract,  Lease  and  Agreement  is  made  upon  the  express 

tiveuDiefs  condition  that  the  same  shall  not  be  binding  upon  the  parties  of 

made  wim  the  second  part,  until  a  Lease  and  Contract  shall  be  made  and  exe- 

R.  R.  R.  '  cuted  by  the  Cedar  Rapids  and  Missouri  River  Railroad,  leasing 

to  said  Galena  and  Chicago  Union  Railroad  their  entire  line  of 

railroad  which  is  now  constructed  and   which   may  hereafter  be 

constructed,   and  which  shall  be   delivered  to   said   Galena  and 

Chicago  Union  Railroad  Company,  and  accepted  by  said  railway 

company,  which  shall  continue  during  the  entire  length  of  time 

of  the  existence   of  said  railroad  charters  and    any  renewal  or 

extension  of  the  same. 

ARTICLE   TWENTY-THIRD. 

Power  of        And  to  enable  the  said  parties  of  the  second  part  to  beneficially 
Tewingin    enjoy  said  property,  rights,  privileges  and  benefits  herein  demised 


•WITH    GALENA.   AND   CHICAGO   UNION   KAILROAD    COMPANY.  19 


c-  l-  * 


and  mentioned  and  specified,  the  said  parties  of  the  first  part  £<e*i 
hereby  appoint  the  said  parties  of*  the  second  part,  their  successors  ^ 
and  assigns,  their  attorneys  irrevocable,  with  full  power  and  right 
to  use  the  name  of  the  said  parties  of  the  first  part  in  and  about 
the  business,  maintenance,  operation  and  use  of  said  road  and 
roads,  ferry,  ferry  companies,  bridge  and  bridge  companies,  with 
power  to  make  any  and  all  such  contracts  in  proper  furtherance 
of  the  objects  hereinbefore  set  forth,  and  not  otherwise,  with  any 
person  or  corporation,  in  the  name  of  said  parties  of  the  first  par.t 
and  under  their  corporate  seal,  or  otherwise;  and  generally  to  do 
all  other  acts  and  things  in  and  about  the  premises,  which  said 
parties  of  the  first  part  might  lawfully  do,  and  to  use  the  name  of 
said  parties  of  the  first  part  in  and  about  any  legal  proceedings  and 
suits,  either  at  law  or  in  equity,  as  the  said  parties  of  the  second 
part  may  see  requisite  and  necessary  in  carrying  out  the  objects 
and  intentions  of  this  indenture. 

And-the  said  parties  of  the  second  part  further  covenant  and  <J.  *  c. 

r  l  ,  Indemnify 

agree  to  and  with  said  parties  of  the  first  part,  their  successors  and  c.  r.  &  N. 
assigns,  that  the  said  parties  of  the  second  part   shall  and  will,  damages  in 

.         .  operating 

.during  the  term  hereby  granted,  operate,  maintain,  and  keep  in  Rjad,  etc. 
repair  the  said  demised  premises,  and  indemnify  and  save  harm- 
less the  said  parties  of  the  first  part,  their  successors  and  assigns, 
against  and  from  any  and  all  costs  and  expenses  in  and  about  any 
suit  or  proceedings  authorized  in  their  name,  and  from  all  damages 
growing  out  of  the  maintaining,  repairing,  operating,  and  using 
the  said  road. 

And  the  said  parties  of  the  first  part  hereby  covenant  and  agree  c-  l-  *  N- 

•  to  preserve 

to  and  with  the  said  parties  of  the  second  part,  their  successors  and 

continue 

and  assigns,  that  they  will,  during  the  term  on  which  the  provis-  tfieir 
ions  of  this  indenture  shall  be  in  force,  preserve  and  continue  the 


legal  organization  of  the  Chicago,  Iowa  and  Nebraska  Railroad; 
will  hold  meetings,  keep  records,  pass  votes,  and  appoint  officers 
so  far  as  necessary  to  enable  the  parties  of  the  second  part  to 
carry  into  full  force  and  effect,  the  objects  of  this  instrument. 

And  the  said  parties  of  the  first  part  further  covenant  and  agree  2;^* 
with  said  parties  of  the  second  part,  that  they  will  hereafter,  at  furlher 

•  iis-mriinc 

any  time,  upon  the  request  of  the  parties  of  the  second  part,  "[g1111*1 
give,  make  and  execute  such  further  and  other  conveyances  and 
assurances,  papers  and  instruments,  as  may  be  proper  and  neces- 
sary to  carry  into  full  force  and  effect  all  the  objects  and  purposes 
of  this  indenture,  and  to  enable  said  parties  of  the  second  part  to 
use,  operate  and  enjoy  the  said  Chicago,  Iowa  and  Nebraska 
Railroad,  the  ferry  at  Clinton  and  the  railroad  bridge  at  Clinton, 
the  Cedar  Rapids,  and  Missouri  River  Railroad,  and  all  of  the 


20  AGREEMENT CHICAGO,    IOWA    AND    NEBRASKA   RAILROAD, 

property,  rights,  interests,  and  privileges  of  every  character  and 
kind  herein  mentioned  and  referred  to. 

ARTICLE   TWENTY-FOURTH. 

when  It  is  understood  and  agreed  that  when  the  income  of  the  parties 

win  p«y      of  the  first  part,  as  provided  by  this  agreement,  shall  produce  a 
interest"™  sufficient  sum,  above  the  prior  charges  thereon,  to  pay  any  por- 
provwiuii    tion  of  the  interest  accruing  or  due  on  the  five  hundred  thousand 
surplus,      dollars   of  second   mortgage  bonds  to  be  deposited  and  held  in 
trust  as  aforesaid,  the  parties  of  the  second  part  shall  notify  the 
trustee  of  the  amount  of  such  excess,  and  shall  direct  and  author- 
ize him  to  deliver  to  the  treasurer  of  the  parties  of  the  first  part 
an  account  [amount]  of  due  and  unpaid  coupons,  equivalent  to 
the  amount  of  such  money  thus  applicable  to  the  payment  thereof, 
and  such  coupons  shall  then  be  paid  by  the  parties  of  the  second 
part  to  the  said  treasurer  or  bearer  on  presentation  and  surrender 
of  same. 

ARTICLE    TWENTY-FIFTH. 

furnish'*0  ^^e  parties  of  the  second  part  agree  at  all  times,  during  this 
statements  COntract,"to  furnish  to  the  parties  of  the  first  part,  all  such  data, 
report",  statements  and  information  in  respect  to  all  the  business  and 
operation  of  said  road  under  this  lease,  as  shall  be  necessary  to 
enable  the  parties  of  the  first  part  to  make  such  reports  to  the 
State  or  General  Government  as  may  be  required  by  law,  and  in 
ample  time  for  the  compliance  with  such  laws  by  the  parties  of 
the  first  part.  And  as  often  as  once  a  year  from  and  after  some 
.  date  to  be  fixed  by  the  first  parties,  they  shall  render  such  a  full 
and  perfect  statement  of  the  whole  business  of  the  preceding 
year,  and  covering  all  items  affecting  the  gross  income  of  said 
road,  and  its  sources,  and  the  expenditures  upon  said  road  and 
their  purposes,  as  shall  enable  the  parties  of  the  first  part  to 
determine  the  results  and  operation  of  this  contract,  and  to  arrive 
at  a  full  settlement  for  the  year  preceding  the  date  of  such 
statement. 

ARTICLE   TWENTY-SIXTH. 

o.  *o.  to      The  parties  of  the  second  part  agree  to  assume  and  carry  out 
provUms  the  existing   agreements    between   the  Albany   Railroad   Bridge 
contracts'1  Company,  and  the  Ferry  Company,  with  the  Iowa  Land  Company, 
c^iV  to  wit:  contract  executed  June  18,  1860,  between  Albany  Rail- 
road Bridge  Company  and  Iowa  Land  Company,  and   contract 
executed   June    18,    1860,    between   Iowa    Land    Company   and 
Chicago,  Iowa  and  Nebraska  Railroad  Company,  for  lease  of  ferry, 


WITH    GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  21 

triplicates  of  both  of  which  contracts  are  this  day  assigned,  sub- 
ject to  the  provisions  of  this  indenture,  to  the  Galena  and  Chicago 
Union  Railroad  Company,  and  to  which  contracts  reference  is 
hereby  made,  by  which  it  is  agreed,  in  consideration  of  certain 
grants  by  said  Land  Company,  that  all  grain  purchased  in  the 
city  of  Clinton,  not  brought  there  over  the  Chicago,  Iowa  ^and 
Nebraska  Railroad  or  any  other  railroad,  and  which  shall  be 
shipped  from  Clinton  by  said  purchasers  to  cross  the  said  bridge 
and  ferry,  shall  cross  the  said  bridge  free  of  all  toll  or  charges  to 
such  shippers  or  railroad  transporting  the  same,  and  shall  cross 
said  ferry  without  charge  to  such  shippers.  The  tolls  of  said 
ferryjtge  of  grain  purchased  in  Clinton  being  chargeable  to  the 
Iowa  Land  Company,  in  accordance  with  the  provisions  of  the 
lease  of  said  ferry  by  the  Iowa  Land  Company  to  the  Chicago, 
Iowa  and  Nebraska  Railroad,  which  is  herewith  transferred  to  the 
said  parties  of  the  second  part ;  and  all  transfers  and  conveyances 
or  leases  of  said  ferry  and  bridge  rights  provided  by  this  inden- 
ture, are  declared  to  be  taken  and  received  by  the  parties  of  the 
second  part,  subject  to  the  said  stipulations  which  are  to  be 
performed  by  them. 

ARTICLE    TWENTY-SEVENTH. 

It  is  understood  and  agreed,  that  parties  of  the  second  part  o.  *  c.  to 

,,  /.i  .  .       assume  th« 

assume  the  position  and  place  ot  the  parties  of  the  first  part  in  van  Kuren 
reference  to  the  car  shop  lot  in  Clinton  (part  of  said  railroad 
grounds)  leased  to  one  Van  Kuren  for  erecting  a  car  house,  and 
now  occupied  by  him  under  an  agreement  that  when  possession 
of  the  premises  should  be  required  by  first  parties,  or  whenever 
the  said  Van  Kuren  did  not  desire  to  renew  the  lease  under  which 
said  ground  was  let,  for  such  purpose,  the  shops  and  fixtures 
placed  thereon  by  Van  Kuren  should  be  appraised  by  disinterested 
parties  at  their  fair  cash  value,  and  such  amount  be  paid  to  him  ; 
and  whenever  by  the  terms  of  said  lease,  or  of  any  future  agree- 
ment, the  said  Van  Kuren  or  his  assigns  shall  be  entitled  to  pay- 
ment of  the  value  of  said  erections  and  fixtures,  the  parties  of  the 
second  part  will  pay  the  same. 

The  contract  between  the  parties  of  the  first  part  with  said  Van 
Kuren,  to  build  fifty  box  freight  cars,  is  to  be  assigned  to  the  said 
parties  of  the  second  part. 

ARTICLE    TWENTY-EIGHTH. 

'The  parties  of  the  first  part  further  covenant  and  agree  with  £•  I^ 
the  said  parties  of  the  second  part,  that  on  or  before  the  first  day  fort 
of  August  next,  they  will  deposit  with  the  trustee  named  in  the 


22  AGREEMENT CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD, 


bonds***    ^r8^  mor^gaSe  bonds,  forty- four  of  said  first  mortgage  bonds  to  be 
wlth          applied  in  payment  of  the  sinking  fund  provided  for  in  said  mort- 
gage, as  far  as  the  said  forty-four  bonds  will  extinguish  the  same, 
from  the  first  day  of  December,  1862,  inclusive,  and  the  unpaid 
coupons  to  the  first  day  of  June,  186'.',  upon  the  first  mortgage 
bonds,  and  the  unpaid  coupons  upon  the  second  mortgage  bonds 
up  tb  July  1,  1862,  shall  be  canceled  and  extinguished  if  the  same 
has  not  previously  been  done ;  it  being  the  intention  of  the  parties 
Amount  of  hereto,  that  there  shall  not  in  any  way  be  outstanding  any  further 
mrortg»ge    amount  of  bonds  than  seven  hundred  and  fifty  thousand  dollars 
$T50,ooo!>e  under  the  first  mortgage,   and    seven  hundred  thousand   dollars 
under  the  second  mortgage,  and  no  coupons  under  the  second 
mortgage  due  before  January  1,  1863,  nor  on  the  first  mortgage 
due  before  December  1,  1862. 

*in£entory  ARTICLE    TWENTY-NINTH.* 

See  Article         _., 

Fourth,  of  The  parties  hereto  agree  mutually,  that  as  nearly  as  may  be 
mPnPary  practicable  before  the  first  day  of  August,  1862,  a  full  and  correct 
invoice  of  all  the  motive  and  rolling  stock  upon  the  road  of  the 
Provision  parties  of  the  first  part,  or  belonging  to  said  railroad,  and  of  all 
invoice  of  other  appurtenances  which  are  not  intended  by  the  parties  hereto 
property,  to  pass  under  the  terms  of  real  estate  or  real  estate  interests,  such 
as  movable  machinery,  hand  cars,  turning  lathes,  tools,  implements, 
etc.,  and  excepting  from  the  operation  of  this  article,  fifty  box 
freight  cars,  two  locomotives  and  three  shop  lathes,  which  have 
been  purchased  by  the  Galena  Company,  and  all  items  which  may 
be  included  in  an  invoice  of  personal  property  in  this  indenture 
mentioned,  shall  be  made  by  the  parties  of  the  second  part  and 
appraised  by  a  referee  to  be  agreed  upon  by  the  Presidents  or  other 
officers  of  the  respective  companies,  who  shall  examine  the  same, 
and  determine  in  writing  what  the  value  of  the  items  of  said 
invoice,  taking  the  classes  of  property  separately,  shall  be,  or  was, 
on  the  first  day  of  August  next,  and  such  appraisal,  signed  by  him, 
shall  be  signed  in  duplicate  and  delivered  to  the  parties  hereto 
respectively,  and  such  invoice  and  appraisal,  in  case  of  any 
question  arising  thereon  in  the  future,  shall  be  conclusive  between 
the  parlies;  each  paying  one-half  of  the  expense  of  such  appraisal. 
The  parties  of  the  first  part  agree  to  give  every  facility  to  the 
appraiser  in  the  valuation  of  such  property,  which  may  be  prac- 
ticable. 

ARTICLE    THIRTIETH. 

* 

Q.  *  c.  to      The  partiesof  the   second  part  agree  to  assume  the  obligations 
c"t«ct      of  the  parties  of  the  first  part  to  the  Illinois  and  .Mississippi  Tele- 


WITH   GALENA    AND    CHICAGO    UNION    RAILROAD   COMPACT.  23 

graph  Company,  in  respect  to  the  carriage  of  materials,  men,  etc.,  ,*]',£r,ph 
over  the  road,  and  in  respect  to  aid  to  be  rendered  that  company  e°°>p»ny. 
in  the  premises,  and  are  to  be  entitled  to  all  the  rights  of  the  par- 
ties of  the  first  part  in  the  use  of  the  telegraph. 

ARTICLE    THIRTY-FIRST. 

• 

And  the  said  parties  of  the  first  part  further  covenant  and  agree  Corenant 
with  said  parties  of  the  second  part,  that  they,  the  said  parties  of 
the  first  part,  are  well  and  lawfully  possessed  of  the  premises  hereby 
demised,  in  accordance  with  the  laws  of  Iowa,  respecting  railroad 
easements,  and  have  full  power  to  convey  the  same,  and  the  same 
in  quiet  enjoyment  of  the  said  parties  of  the  second  part,  shall  and 
will  warrant,  and  by  these  presents  forever  defend. 

In  Witness  "Whereof,  The  parties  hereto,  under  and  by  virtue  of 
the  acts  and  resolutions  of  the  stockholders  in  their  respective 
companies,  and  of  the  proceedings  thereunder,  authorizing  the 
same,  have  caused  this  instrument  to  be  executed  as  their  act,  and 
in  their  behalf,  by  their  respective  Presidents  and  under  their 
several  corporate  seals,  and  attested  by  their  respective  Secretaries, 
the  day  and  year  first  above  written. 

[L.  s.]  (Signed)  JOHN  BERTRAM, 

President,  Chicago,  Iowa  and  tfebratka  Rail  Road. 
Attest: 
(Signed)        JAMES  M.  HAM,  Secretary. 

GALENA  AND  CHICAGO  UNION  RAILROAD 
[L.  s.]  COMPANY, 

87  W.  H.  BROWX,  President. 
Attest : 
(Signed)        W.  M.  LARRABEB,  Secretary. 


AGUKKMENT CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD. 


The  undersigned,  duly  appointed  at  the  annual  meeting  of  the 
stockholders  of  the  Chicago,  Iowa  and  Nebraska  Railroad,  held  at 
the  city  of  Clinton,  Iowa,  as  a  special  committee  with  full  power 
and  authority  to  conclude  and  consummate  an  arrangement  or 
agreement  for  a  permanent  leasing  of  their  railroad  and  the  railroad 
bridge  and  ferry  connected  and  operated  therewith,  to  the  Galena 
and  Chicago  Union  Railroad  Company,  on  such  terms  and  condi- 
tions as  the  said  committee  should  approve,  with  the  power  of 
referring  to  an  arbitrator,  such  points  as  they  might  be  unable  to 
agree  upon  with  said  company ;  do  hereby  certify,  that  the  Con- 
tract or  Lease  hereto  annexed,  embodies  and  sets  forth  the  terms 
of  leasing  of  the  said  road  as  authorized,  to  said  Galena  and 
Chicago  Union  Railroad  Company,  to  which  the  said  committee 
have  agreed,  in  virtue  of  the  authority  aforesaid. 

CHICAGO,  July  3,  1862. 

(Signed)  JOHN  BERTRAM. 

In  presence  of  (      "       )  ^J*   "'   CROCKER. 

(Signed)        HOKACB  WILLIAMS.    (      "       )  THOS.   T.   DAVIS. 

(    «      )  CHAS.  A.  LAMBARD. 

(    «     )  J.  E.  BEECHER. 


WITH    GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  25 


I,  E.  B.  Talcott,  of  the  city  of  Chicago  and  State  of  Illinois, 
duly  selected  and  appointed  referee  by  the  Galena  and  Chicago 
Union  Railroad  Company  and  the  Chicago,  Iowa  and  Nebraska 
Railroad,  and  Cedar  Rapids  and  Missouri  River  Railroad,  to  exam- 
ine into  the  matter  of  a  proposed  leasing  of  the  Chicago,  Iowa 
and  Nebraska  Railroad,  and  the  Cedar  Rapids  and  Missouri  River 
Railroad,  and  any  extension  of  said  railroad  westerly  of  its  pres- 
ent terminus  towards  the  Missouri  river,  and  the  ferry  at  Clinton 
and  Albany  railroad  bridge,  and  with  full  power  to  determine  and 
fix  what  per  centagc  of  the  gross  earnings  of  the  business  of  the 
Chicago,  Iowa  and  Nebraska  Railroad,  the  said  ferry  at  Clinton 
and  the  Albany  railroad  bridge,  shall  each  year  be  paid  to  the  said 
Chicago,  Iowa  and  Nebraska  Railroad  for  a  perpetual  lease  of  said 
road  and  appurtenances,  rolling  stock,  equipment,  bridge,  ferry 
and  boats,  and  also  the  times,  places  and  manner  of  paj'ment  of 
the  same,  with  full  power  also  to  determine  and  direct  the  mode  in 
which  the  lessee  should  be  protected  in  the  use  and  occupation  of 
the  same,  and  their  title  under  such  lease  be  assured  and  made 
good,  and  their  possession  be  protected ;  and  also,  to  fix  the  prin- 
ciples upon  which  the  tariff  of  freight  and  business  should  be  made, 
and  also,  to  fix  and  determine  any  and  all  other  matters  in  and 
about  the  premises,  and  determine  any  other  provisions  and  stipu- 
lations which  are  just  and  expedient  for  the  mutual  and  several 
protection  of  the  said  parties  ;  do  hereby  certify,  that  I  have  fully 
and  fairly  examined  into  the  whole  subject  of  said  Lease  and  Con- 
tract, and  have  taken  into  consideration  all  the  facts  and  circum- 
stances justly  and  properly  affecting  said  Lease  and  said  arrange- 
ments, and  that  I  do  determine  and  adjudge  that  said  Lease  of  said 
Chicago,  Iowa  and  Nebraska  Railroad,  and  the  ferry  at  Clinton, 
and  the  Albany  railroad  bridge,  shall  be  made  upon  the  terms,  con- 
ditions, and  considerations,  and  rental,  which  are  set  forth  in  the 
annexed  Contract,  and  that  the  title  of  said  railroad,  and  said  ferry, 
and  said  Albany  railroad  bridge,  and  all  the  other  property,  rights, 
incidents  and  appurtenances  of  the  same,  shall  be  protected  and 
the  possession  of  the  same  secured  unto  the  said  Galena  and  Chi- 
cago Union  Railroad  Company,  by  the  payment  of  the  several 
mortgages,  mortgage  bonds  and  interest  coupons  of  the  same,  in 
the  way  and  manner  and  mode  set  forth  in  said  annexed  Con- 
tract and  Lease,  and  I  do  further  fix  the  principles  of  said  tariff  in 
the  way  and  manner  set  forth  in  said  annexed  Contract;  and  fix 
4 


26  AGREEMENT  —  CHICAGO,   IOWA   AND   NEBRASKA   RAILROAD, 

all  the  other  provisions  and  stipulations,  of  every  character  and 
kind,  as  the  same  are  set  forth  in  said  annexed  Contract ;  and  I 
further  certify,  that  the  same  are  just  and  proper  for  the  mutual 
and  several  protection  of  said  parties.  I  further  certify,  that  I 
have  also  fixed  and  determined  the  terms  .and  conditions  of  a 
lease  to  be  made  of  the  Cedar  Rapids  and  Missouri  River  Rail- 
road, and  any  extension  of  the  same  toward  the  Missouri  river, 
by  another  and  separate  award  of  a  similar  character  to  this, 
which  award  and  the  terms  thereof  are  embodied  in  a  Contract 
and  Lease  made  by  said  Cedar  Rapids  and  Missouri  River  Rail- 
road to  said  Galena  and  Chicago  Union  Railroad  Company,  in 
accordance  with  my  said  determination  and  award, and  dated  July 
second,  1862. 

(Signed)  E.  B.  TALCOTT, 

Referee. 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD    COMPANY.  27 


The  parties  to  the  preceding  Indenture,  for  the  considerations 
therein  recited,  covenant  and  agree,  to  and  with  each  other,  upon 
the  following  Articles  as  explanatory  of,  or  supplementary  to 
said  Indenture,  viz. : 

FIRST. 

The  annual  rental  reserved  in  the  foregoing  agreement,  is 
declared  to  be  payable  quarterly,  from  and  after  the  first  day  of 
August  in  each  year,  and  shall  be  paid  quarterly,  except  while  the 
parties  of  the  second  part  shall  elect  to  pay  the  liabilities  of  the 
parties  of  the  first  part,  in  accordance  with  the  provisions  of  said 
agreement. 

SECOND. 

The  parties  of  the  second  part  agree  that  the  parties  of  the  first 
part  shall,  during  the  continuance  of  this  agreement,  be  furnished 
with  a  suitable  and  appropriate  office  for  the  Secretary  of  the  par- 
ties of  the  first  part,  to  be  located  adjoining,  or  near  to  the  Clinton 
office  of  the  parties  of  the  second  part,  without  charge  therefor, 
and  that,  until  otherwise  agreed,  the  said  parties  of  the  first 
part  shall  retain  the  possession  of  their  present  Secretary's  office  in 
the  depot  at  Clinton  aforesaid,  free  of  all  rent  and  charge. 

THIRD. 

The  parties  agree  that  the  following  clause  shall  be  added  at  the 
foot  of  article  ninth  (9th)  in  said  preceding  Indenture,  restricting 
the  right  of  the  parties  of  the  second  part  to  connect  with  other 
lines  of  railroad,  at,  or  near,  Clinton,  viz. : 

"  This  covenant  is  hereby  declared  to  be  a  material  covenant, 
the  violation  of  which  would  injuriously  affect  the  rights  and 
interests  of  the  parties  of  the  first  part,  within  the  meaning  of  this 
indenture." 


AGREEMENT C.    I.    *    N.   R.    R.,   1ITTH   G.    *   C.  F.  R.  R.   CO. 


FOURTH. 

Article  twenty  nine  (29)  in  the  preceding  indenture,  relating  to 
inventory,  is  hereby  declared  to  be  void,  and  not  binding  upon  the 
parties  to  said  indenture. 

[L.  s.]  (Signed)          JOHX  BERTRAM, 

In  presence  of  President  Chicago,  lotea  and  Xe&rati-a  R.  R. 

?.±--:-i  JAS.  R  CCEWIS,  toJ.  B. 

Attest: 
(Signed)  JAMXS  M.  HAM,  Secretary. 

[L.  a.]  (Signed)          W.  H.  BROWX. 

President  Gait**  mud  CUemfQ  ITwwm  J2.  /L  Compmy. 
Attest: 
(Signed)  W.  M.  LAUABEE,  Secretary. 


.AGREEMENT 

BKTWEKN    THK 

IOWA  LAND  COMPANY, 

AXD    THE 

CHICAGO,  IOWA  AND  NEBRASKA  R.  R.  COMPANY. 


THIS  AGREEMENT,  Entered  into  by  and  between  the  Iowa  Land 
Company,  and  the  Chicago,  Iowa  and  Nebraska  Railroad  Com- 
pany, both  being  corporations  established  under  the  laws  of  the 
State  of  Iowa,  this  eighteenth  day  of  June,  A.  D.  1860,  in  pursu- 
ance of  the  votes  of  the  Boards  of  Directors  of  the  respective  com- 
panies, Witnesseth,  That  the  said  Iowa  Land  Company  doth  hereby 
lease  to  the  said  railroad  company,  the  ferry  boat  called  the 
"  Commodore,"  with  all  the  rights  and  privileges  of  th$  franchise 
owned  by  said  land  company,  so  far  as  running  a  ferry  between 
Clinton  and  the  Island  or  the  Illinois  shore  is  concerned,  as  here- 
tofore used  by  said  railroad  company  by  parol  lease  from  said  land 
company,  for  the  term  of  six  years  from  July  1st,  1860,  upon  the 
following  terms  and  conditions,  viz. :  The  said  railroad  company  are 
to  pay  to  said  land  company  an  annual  rent  of  two  thousand  dol- 
lars from  the  first  day  of  February  last,  and  at  that  rate  to  the 
expiration  of  this  contract  —  said  rent  being  payable  on  the  first 
day  of  February  of  each  year  for  the  preceding  year's  rent,  and 
on  the  first  day  of  July,  1866,  for  the  five  months'  rent  from  said 
first  day  of  February,  1866;  and  are  to  keep  said  ferry  boat  in 
repair  at  their  own  expense,  and  to  supply  such  other  boat  or  boats 
as  they  may  see  fit,  and  to  run  such  ferry  and  to  perform  such 
duties  as  are  imposed  by  said  franchises  upon  the  owners  thereof, 
and  in  all  respects  save  said  land  company  harmless  from  all  lia- 
bility arising  out  of  the  same,  and  the  said  railroad  company  are 
to  have  and  receive  all  benefit  of  tolls  and  charges  granted  by  said 
franchises  (as  derived  from  the  State  of  Illinois  or  Iowa)  during 
the  continuance  of  this  lease. 

And  the  said  railroad  company  agree  further,  to  take  over  and 
transport  to  Little  Rock  Island,  and  deliver  to  the  Albany  Railroad 
Bridge  Company,  or  such  railroad  company  as  may  cross  the  same, 
all  grain  which  shall  be  purchased  in  the  town  or  city  of  Clinton 


30  AGREEMENT  —  IOWA   LAND   CO.,    WITH   C.   I.    &    N.    R.   R.    CO. 

(not  brought  there  over  the  Chicago,  Iowa  and  Nebraska  Railroad, 
or  other  railroad)  and  shipped  therefrom,  at  a  rate  of  toll  equal  to 
the  actual  cost  of  such  transportation,  but  not  exceeding  one  and 
one-half  cents  per  hundred  pounds,  including  the  handling  and  fer- 
riage ;  which  toll  is  to  be  charged  to  said  land  company  and  not 
to  such  shippers.  Such  charge*  to  be  allowed  in  part  payment  of 
the  annual  rent  as  aforesaid — such  grain  to  be  transported  from 
time  to  time  as  the  same  may  be  offered  by  such  shippers ;  but  it  is 
further  agreed,  that  the  charges  for  such  transportation  during  any 
one  year  shall  not  exceed  the  sum  of  two  thousand  dollars,  and  in 
case  the  rate  above  named  should  bring  up  the  aggregate  of  charges 
in  any  one  year  to  a  sum  exceeding  two  thousand  dollars,  the  rate 
shall  be  reduced  as  to  bring  the  said  aggregate  within  such  sum. 

And  it  is  further  agreed,  that  in  case  the  freight  of  said  railroad 
company  should,  for  any  cause,  be  delivered  to  any  other  railroad 
company  or  bridge  company,  at  any  other  place  than  the  island, 
the  grain  shipped  from  Clinton  as  aforesaid,  shall  be  delivered  at 
such  other  point  upon  the  terms  above  set  forth  in  relation  to  said 
island. 

It  being  understood,  that  in  case  of  the  failure  to  pay  such  rent, 
or  to  perform  the  agreements  and  stipulations  above  set  forth,  by 
the  said  railroad  company,  the  said  land  company  may  declare  this 
lease  forfeited  and  annuled,  and  resume  said  boat  and  franchises. 
And  at  the  end  of  this  lease  said  railroad  company  are  to  restore 
said  franchises  and  said  boat  in  good  order  and  condition,  (reason- 
able wear  excepted). 

In  Witness  Whereof,  The  said  companies  have  caused  this 
agreement  to  be  executed  by  their  respective  Presidents  and  attested 
by  their  Secretaries,  under  their  respective  corporate  seals,  this 
eighteenth  day  of  June,  A.  D.  1860. 

[L.  s.]  (Signed)  JOHN  BERTRAM,  President. 

Attest: 
(Signed)         JAMES  M.  HAM,  Secretary. 

[L.  s.]  (Signed)  H.  WILLIAMS, 

President  Iowa  Land  Company. 
(Signed)        J.  VANDEVENTER,  Secretary. 


BKTTVKKN    THI 

IOWA  LAND  COMPANY, 

AND    THE 

CHICAGO,  IOWA  AND  NEBRASKA  RAILROAD  CO. 


AGREEMENT,  Made  and  entered  into  between  The  Iowa  Land 
Company  of  the  first  part,  and  The  Chicago,  Iowa  and  Nebraska 
Railroad  Company  of  the  second  part,  June  26th,  1862. 

Whereas,  on  the  1 8th  day  of  June,  1 860,  an  agreement  was  entered 
into  and  executed  between  the  aforesaid  parties,  by  virtue  of  which 
the  said  Land  Company  leased  to  the  said  Railroad  Company,  for 
the  term  of  six  years  from  July  1st,  1860,  the  ferry  boat  called  the 
"  Commodore,"  with  all  the  rights  and  privileges  of  said  land 
company  under  a  franchise  owned  by  them,  to  maintain  and  oper- 
ate for  said  term,  a  ferry  between  Clinton  and  Little  Rock  Island, 
lying  in  the  Mississippi  river  opposite  thereto,  subject  to  the  pay- 
ment of  an  annual  rental  of  two  thousand  dollars,  as  specified 
therein,  by  the  railroad  company  to  the  land  company,  payable 
as  is  in  said  contract  particularly  set  forth,  reference  being  hereby 
made  thereto,  and  in  and  by  which  it  was  also  agreed  that  the  said 
railroad  company  should,  during  said  term,  keep  the  said  ferry 
boat,  etc.,  in  repair  at  their  own  expense,  and  run  said  ferry,  and 
perform  all  the  duties  imposed  by  said  ferry  franchise  in  respect  to 
said  ferry  on  said  line,  upon  the  owners  thereof,  and  in  all  respects 
save  said  land  company  harmless  from  all  liability  and  expenses  in 
the  premises. 

And  in  and  by  which  contract  it  was  further  provided,  as  will 
be  seen  by  reference  to  the  same,  that  the  said  railroad  company 
should  transport  and  deliver  at  Little  Rock  Island,  as  stated  there- 
in, all  such  grain  purchased  in  the  town  or  city  of  Clinton, 
(excluding  that  brought  over  any  railroad  thereto)  and  shipped 
therefrom,  at  actual  cost,  not  exceeding  one  and  a  half  cents  per 
one  hundred  pounds,  including  handling  and  ferriage,  which  toll  or 
cost,  was  to  be  charged  to  the  land  company  and  not  to  the  ship- 
per, and  to  be  credited  to  the  railroad  by  the  laud  company  toward 


32  AGREEMENT IOWA  LAND  COMPANY,  WITH 

the  payment  of  said  annual  rental  and  use  aforesaid,  it  being  pro- 
vided by  said  contract  that  the  said  railroad  company  shall  not 
charge,  at  any  time,  such  rate  of  toll  as  will  in  any  one  year  exceed 
the  said  rental  of  two  thousand  dollars,  on  all  the  grain  bought 
and  shipped  as  aforesaid  from  Clinton. 

And  whereas,  it  is  probable  that  the  parties  of  the  second  part 
may  desire  to  lease  their  line  of  railroad  between  Clinton,  Clinton 
county,  and  Cedar  Rapids  in  Linn  county,  to  the  Galena  and  Chi- 
cago Union  Railroad  Company,  and  to  secure  to  said  last  named 
company  the  control  and  use  of  said  ferry  line,  between  Clinton 
and  Little  Rock  Island,  until  abridge  shall  be  constructed  between 
Little  Rock  Island  and  the  Iowa  shore,  in  Clinton,  as  aforesaid. 

Now  therefore,  in  consideration  of  the  premises,  and  for  mutual 
considerations  paid  and  received,  by  the  parties  hereto,  it  is  agreed, 
that  the  said  land  company  will,  and  it  does  hereby  extend  and 
continue  the  lease  above  referred  to,  and  all  the  rights  and  inci- 
dents thereof,  to  the  party  of  the  second  part,  upon  the  terms  and 
conditions  of  the  said  agreement  of  June  18th,  I860,  and  subject 
to  the  payment  of  the  rental  therein  mentioned,  so  long  as  the  said 
ferry  shall  be  used  for  the  transit  of  freight  and  passengers  between 
Clinton  and  Little  Rock  Island  aforesaid,  and  the  use  of  the  said 
ferry  boat  Commodore  shall  continue  in  the  said  railroad  company 
till  the  term  aforesaid.  The  said  rental  shall  be  paid  in  the  man- 
ner provided  for  in  said  agreement  of  June  18th,  1860,  which  agree- 
ment is  by  its  terms  to  cover  the  extension  hereby  provided. 

Whenever  the  railroad  bridge  from  Clinton  to  Little  Rock  Island 
shall  be  constructed,  or  whenever,  if  such  event  should  happen, 
the  said  ferry  line  shall  not  be  used  for  the  purposes  herein  indi- 
cated, then  this  lease  shall  cease,  and  the  said  railroad  company  of 
the  second  part,  shall  surrender  the  said  ferry,  appurtenances, 
boat,  etc.,  in  as  good  condition  as  the  same  now  are,  natural  wear 
and  decay  not  the  subject  of  reparation  only  exceptod. 

And  the  said  railroad  company  of  the  second  part,  hereby  agrees 
to  lease,  take  and  maintain  the  said  ferry,  arid  to  operate  the  same, 
and  to  pay  rental  in  the  manner  provided  and  specified  in  this 
agreement. 

In  Witness  Whereof,  The  said  parties  hereto  have  caused  this 
instrument  to  be  signed  in  triplicate  by  their  respective  Presidents, 


CHICAGO,    IOWA    AND    NEBRASKA  RAILROAD    COMPANY.  33 

and  attested  by  their  respective  Secretaries  under  their  corporate 
seals,  the  day  and  year  first  above  written. 

[L.  s.]  (Signed)        H.  WILLIAMS, 

(Signed)        J.  VANDEVENTER,  President  Iowa  Land  Co. 

Sceretury  I,  L.  Co. 

[L.  s.]  (Signed)        JOHN  BERTRAM, 

Pres.  C.  I.  and  N.  JR.  R. 
Attest: 
(Signed)  JAUKS  M.  HAM, 

Sec'y  C.  L  and  N.  R.  R. 


For  value  received  of  the  Galena  and  Chicago  Union  Railroad 
Company,  the  Chicago,  Iowa  and  Nebraska  Railroad  Company 
hereby  transfers  and  assigns  to  the  said  Galena  and  Chicago  Union 
Railroad  Company,  the  within  triplicate  agreement  or  lease,  of 
which  one  original  is  still  in  the  hands  of  the  Chicago,  Iowa  and 
Nebraska  Railroad  Company,  and  one  in  the  hands  of  the  Iowa 
Land  Company,  together  with  all  the  rights  and  interests  of  the 
Chicago,  Iowa  and  Nebraska  Railroad  Company  therein,  and  in 
the  premises  therein  described,  for  the  term  and  purposes,  and 
subject  to  the  provisions,  of  a  certain  Indenture  of  Lease  executed 
by  the  Chicago  Iowa  and  Nebraska  Railroad  Company  to  the 
Galena  and  Chicago  Union  Railroad  Company,  covering  the  Al- 
bany Railroad  bridge  and  the  ferry  at  Clinton,  and  the  Chicago, 
Iowa  and  Nebraska  Railroad,  dated  July  3rd,  1862. 

[L.  s.]  (Signed)  JOHN  BERTRAM, 

President  Chicago,  Iowa  and  Nebraska  Railroad. 
Attest : 
(Signed  JAHES  II.  HAM, 

ScJy  C.  L  and  N.  R.  R. 


BETWEEN    THB 

ALBANY    RAILROAD    BRIDGE    COMPANY, 

AND    THE 

IOWA  LAND  COMPANY. 


THIS  AGREEMENT,  Made  and  entered  into  by  and  between  the 
Albany  Railroad  Bridge  Company,  and  the  Iowa  Land  Company, 
corporations  by  law  established,  this  eighteenth  day  of  June, 
A.  D.  1860,  in  pursuance  of  the  votes  of  said  companies  (through 
their  Directors),  respectively,  Witnesseth, 

That  for  and  in  consideration  of  certain  agreements  on  the  part 
of  said  land  company  in  relation  to  their  ferry  franchise,  with  the 
Chicago,  Iowa  and  Nebraska  Railroad  Co.,  securing  to  said  rail- 
road company  the  control  of  said  franchise,  and  the  right  of  trans- 
portation of  their  freight  and  passengers  to  and  from  the  bridges 
of  said  bridge  company,  the  said  Albany  Railroad  Bridge  Com- 
pany hereby  contracts  and  agrees  with  said  land  company,  that  all 
grain  purchased  in  the  city  of  Clinton,  not  brought  there  over  the 
Chicago,  Iowa  and  Nebraska  Railroad,  or  other  railroads,  and 
which  shall  be  shipped  from  said  Clinton  by  such  purchasers,  to 
cross  the  bridge  of  said  bridge  company,  shall  cross  the  said 
bridge  free  of  all  toll,  arid  that  said  bridge  company  will  not 
charge  or  exact  from  such  shippers  of  grain  so  purchased,  or  from 
any  person  or  railroad,  or  other  company  which  may  transport  the 
same  across  said  bridge,  any  charge  or  toll  upon  such  grain,  for 
and  during  the  full  term  of  ten  years  from  and  after  the  date 
hereof. 

[L.  s.]  (Signed)        CHAS.  A.  LAMBARD,  Preset. 

(Signed)        H.  WILLIAMS,  SeJy. 

]u  s.J  (Signed)         II.  WILLIAMS, 

President  Iowa  Land  Co. 
(Signed)  J.  VANDERVENTER,  Sec'y. 


BETWEEN   THB 

ALBANY    RAILROAD    BRIDGE    COMPANY, 

AND    THB 

CHICAGO,  IOWA  AND  NEBRASKA  R.  R. 


INDENTURE,  Made  between  the  Albany  Railroad  Bridge  Com- 
pany, a  corporation  chartered  and  existing  in  the  State  of  Illinois, 
of  the  first  part,  and  the  Chicago,  Iowa  and  Nebraska  Railroad,  a 
corporation  duly  organized  and  existing  in  the  State  of  Iowa,  of 
the  second  part. 

Whereas,  the  parties  of  the  first  part  have  constructed  a  rail- 
road bridge  under  their  charter,  extending  from  the  east  bank  of 
the  Mississippi  river,  in  Whiteside  county,  Illinois,  below  Fulton, 
to  Little  Rock  Island  in  the  said  river,  opposite  the  city  of  Clinton, 
in  Iowa,  which,  with  the  railroad  tracks  on  said  island  connecting 
with  the  ferry  between  Clinton  and  said  island,  are  now  owned 
by  said  bridge  company,  and  the  lands  connected  with  the  same 
to  which  the  said  bridge  company  is  entitled  by  contract  with  the 
Iowa  Land  Company,  have  heretofore  been,  and  are  now  leased 
to  the  parties  of  the  second  part,  for  the  term  of  three  years,  or 
about  that  term,  alter  this  date,  subject  to  the  payment  of  an 
annual  rental  of  twenty-one  thousand  dollars  as  mentioned  therein, 
and  to  covenants  to  maintain  the  said  bridge  nt,  all  times  in  good 
order,  repair  and  condition  in  all  respects. 

And  whereas,  it  has  been  proposed  by  the  said  parties  of  the 
second  part  to  change  the  terms  of  the  said  lease,  and  to  take  a 
lease  of  the  said  bridge,  tracks,  etc.,  during  the  term  of  the  charter 
of  said  parties  of  the  first  part,  and  during  any  renewals  or  exten- 
sions thereof;  to  assume  the  preservation  and  maintenance  thereof 
at  all  times,  to  pay  all  taxes  and  assessments  thereon,  and  to  pay 
a  permanent  annual  rental  thereon  of  twelve  thousand  dollars 
semi-annually,  in  lieu  of  the  existing  rate,  during  said  short  term. 

And  whereas,  at  the  annual  meeting  of  the  stockholders  of  said 
company,  duly  convened  at  Little  Rock  Island,  on  the  thirteenth 
day  of  June,  A.  D.  1862,  a  resolution  was  duly  and  unanimously 
adopted,  authorizing  a  change  of  said  existing  arrangement,  and 


36        AGREEMENT — ALBANY  RAILROAD  BRIDGE  COMPANY, 

the  execution  of  a  lease  on  such  terms  and  for  such  time  as  should 
be  agreed  by  John  Bertram,  Chas.  A.  Lambard  and  Horace 
Willinms,  as  a  committee  of  stockholders,  and  the  Chicago,  Iowa 
and  Nebraska  Railroad ;  and  whereas,  an  agreement  has  been 
made  in  pursuance  of  such  authority,  on  the  part  of  said  parties 
of  the  first  part,  by  said  committee  and  the  said  Chicago,  Iowa 
and  Nebraska  Railroad,  by  its  President  and  Secretary  duly 
authorized  in  that  behalf,  on  the  terms  herein  specifically  set  forth. 
Now,  therefore,  this  Indenture  Witnesseth, 

That  the  said  parties  of  the  first  part,  by  their  said  committee, 
as  well  as  by  their  President  and  Secretary,  hereby  agree  to  lease 
and  remise  to  the  said  Chicago,  Iowa  and  Nebraska  Railroad,  its 
successors  and  assigns,  for  and  during  the  term  of  its  charter,  and 
during  any  extension  or  renewal  thereof,  the  said  railroad  bridge 
and  tracks  thereon,  and  the  tracks  and  grounds  connected  there- 
with, as  contracted  to  be  conveyed  to  them  by  the  Iowa  Land 
Company,  on  said  Little  Rock  Island,  and  all  the  incidents  and 
appurtenances  of  said  bridge  and  railroad  ^tracks,  for  the  annual 
rental  of  twelve  thousand  dollars,  payable  semi-annually  from  and 
after  the  first  day  of  August,  1862,  so  long  as  this  contract  shall 
exist  in  force  under  said  charter  of  the  bridge  company,  and  of 
said  Chicago,  Iowa  and  Nebraska  Railroad,  or  the  extensions  or 
renewals  thereof,  which  they  mutually  agree  to  procure  by  the  use 
of  all  legal  and  proper  measures  in  that  behalf. 

The  said  parties  of  the  second  part,  in  consideration  of  the  said 
agreement,  agree,  on  their  part,  to  assume  and  pay  the  said 
annual  rental  semi-annually  as  above  stipulated,  to  pay  all  taxes 
and  assessments  at  any  time  imposed  upon  the  said  bridge  and 
property,  and  so  long  as  this  lease  shall  exist,  to  keep  and  main- 
tain the  said  bridge  and  tracks,  and  appurtenances,  in  good  order 
and  condition. 

And  this  lease  is  made,  executed  and  determined  upon  the 
following  condition,  that  the  said  Chicago,  Iowa  and  Nebraska 
railroad,  shall  at  all  times  observe,  keep  and  perform  all  the  agree- 
ments and  contracts  made  by  the  parties  of  the  first  part,  with 
the  Iowa  Land  Company,  relating  to  charges  on  grain  purchased 
in  Clinton,  dated  June  18,  A.  D.  1860. 

Jn  case  of  default  in  the  fulfillment  of  any  of  the  material  pro- 
visions of  this  contract  by  the  parties  of  the  second  part,  the 
parties  of  the  first  part  may,  on  written  notice  thereof  of  four 
months,  Jake  any  proper  measures  in  any  court  of  record  of  equit- 
able jurisdiction,  to  terminate  such  lease  by  such  judgment  or 
decree  as  may  be  entered  in  that  behalf. 


WITH    CHICAGO,    IOWA   AND   NEBRASKA   RAILROAD. 

The  parties  hereto  mutually  agree  to  maintain  their  respective 
corporate  organizations  during  the  term  of  the  respective  charters 
or  renewals  thereof,  by  the  election  of  officers,  and  the  other  acts 
made  requisite  by  law. 

In  Witness  Whereof,  The  said  parties  of  the  first  part  have 
caused  this  instrument  to  be  executed  in  triplicate  in  their  behalf 
by  the  said  John  Bertram,  ^Chns.  A.  Lambard  and  Horace  Wil- 
liams, committee  as  aforesaid,  as  well  as  by  their  President  and 
Secretary  under  their  corporate  seal,  and  the  said  parties  of  the 
second  part  have  caused  the  same  to  be  executed  by  their  Presi- 
dent, and  attested  by  their  Secretary  under  their  corporate  seal, 
the  26th  day  of  June,  A.  D.  1862. 

(Signed)  CHAS.  A.  LAMBARD, 

HORACE  WILLIAMS, 

Committee. 

[L.  s.]  (Signed)  CHAS.  A.  LAMBARD, 

President  of  Albany  R.  R.  Bridge  Company. 
H.  WILLIAMS,  Secretary. 

[L.  s.]  (Signed)  JOHN  BERTRAM, 

President  of  Chicago,  Iowa  and  Nebraska  R.  R.  Co. 
Atto?t : 
(Signed)  JAMKS  M.  HAM,  Secretary. 


38  AGREEMENT A.    R.    E.    B.    CO.,   WITH   C.    I.    <fe    N.    R.    R. 


FOB  VALUE  RECEIVED  of  the  Galena  and  Chicago  Union  Rail- 
road Company,  The  Chicago,  Iowa  and  Nebraska  Railroad 
Company  hereby  transfers  and  assigns  to  the  said  Galena  and 
Chicago  Union  Railroad  Company  the  within  triplicate  agreement 
or  lease,  of  which  one  original  is  still  in  the  hands  of  the  Chicago, 
Iowa  and  Nebraska  Railroad  Company,  and  one  in  the  hands  of 
the  Albany  Railroad  Bridge  Company,  together  with  all  the^ 
rights  and  interests  of  the  Chicago,  Iowa  and  Nebraska  Railroad 
Company  thereto,  and  in  the  premises  therein  described,  for  the 
term  and  purposes,  and  subject  to  the  provisions  of  a  certain 
indenture  of  Lease,  dated  July  3rd,  1802,  executed  by  the  Chicago, 
Iowa  and  Nebraska  Railroad  Company  to  the  Galena  and  Chicago 
Union  Railroad  Company,  covering  the  Albany  Railroad  Bridge, 
and  the  Ferry  at  Clinton,  and  the  Chicago,  Iowa  and  Nebraska 
Railroad. 

[L.  s.]  (Signed)  JOHN  BERTRAM, 

President  of  Chicago,  Iowa  and  Nebraska  R.  It.  Co 
Attest : 
(Signed)  JAMES  M.  HAM,  Secretary. 


BKTWKKN   THE 

CEDAR   RAPIDS  AND  MISSOURI  RIVER  R.   R.   CO. 

.  AND    THE 

GALENA  AND  CHICAGO  UNION  R.  R.  CO. 


INDENTURE,  Made  this  eighth  day  of  July,  1862,  between  the  Parlies- 
Cedir  Rapids  and  Missouri  River  Railroad  Company,  a  corpora- 
tion duly  organized  under  the  general  laws  of  Iowa,  of  the  first 
part,  and  the  Galena  and  Chicago  Union  Railroad  Company,  a  cor- 
poration duly  chartered  in  and  by  the  State  of  Illinois,  of  the 
second  part. 

The  Galena  and  Chicago  Union  Railroad  Company  above  named  Recital. 
are  now  the  owners  and  operators  of  a  line  of  railway  extending  from 
the  city  of  Chicago  to  the  easterly  bank  of  the  Mississippi  river, 
below  Fulton  and  opposite  to  Clinton,  Clinton  county,  Iowa,  and 
designated  as  the  Chicago,  Fulton  and  Iowa  Air  Line  of  the  Ga- 
lena and  Chicago  Union  Railroad  Company.  The  said  line  is  con- 
nected at  its  western  terminus  with  the  eastern  terminus  of  the 
Chicago,  Iowa  and  Nebraska  Railroad,  at  Clinton,  aforesaid,  by 
the  railroad  bridge  and  tracks  constructed  by  the  Albany  Railroad 
Bridge  Company  from  the  eastern  bank  of  the  Mississippi,  afore- 
said, to  Little  Rock  Island,  in  said  river,  opposite  to  Clinton,  and 
by  a  ferry  from  Little  Rock  Island  to  the  tracks  of  said  Chicago, 
Iowa  and  Nebraska  Railroad,  on  the  west  bank  of  said  river,  in 
Clinton. 

The  Chicago,  Iowa  and  Nebraska  Railroad  owns  and*  operates  a 
line  from  Clinton,  Clinton  county,  to  Cedar  Rapids,  in  Linn  county, 
Iowa,  about  eighty-two  miles  in  length. 

The  parties  of  the  first  part  have  commenced  the  construction  Heciui. 
of  a  railroad  from  the  western  terminus  of  the  Chicago,  Iowa  and 
Nebraska  Railroad,  on  a  line  westerly,  and  as  nearly  as  is  deemed 
practicable,  on  the  forty-second  parallel  of  north  latitude,  to  the 
Missouri  river,  under  authority  of  an  act  of  the  legislature  of  the 
State  of  Iowa,  granting  to  said  company,  conditionally,  that  por- 
tion of  the  lands  donated  in  trust  to  the  State  of  Iowa  for  railroad 


40         AGREEMENT CEDAR    RAPIDS    AND    MISSOURI    RIVER    R.    K.    CO., 

purposes  in  1856,  which  was  by  the  legislature  aforesaid,  in  July, 
1856,  granted  to  the  Iowa  Central  Air  Line  Railroad  Company,  on 
conditions,  for  a  violation  of  which  said  lands  were  resumed  by 
the  said  State  in  1860. 

The  parties  of  the  first  part  have  completed  so  far  as  to  put  into 

completed,  operation  forty  miles  of  the  said  road,  and^  have  graded  a  further 
line  of  thirty  miles,  to  be  completed  the  present  season. 

Lire  or  The  said  Hue  from  Chicago  to  Clinton  and  Cedar  Rapids,  and 

thence  on  the  completed  and  projected  line  of  the  parties  of  the 
first  part,  forms  a  direct  and  substantially  a  right  line  from  Chicago 
to  the  Missouri  river,  and  it  is  believed  to  be  for  the  interest  of  all 
parties  in  the  respective  railroads,  that  the  completed  line  and  the 
residue  thereof,  as  fast  as  it  may  reasonably  be  completed,  should 
be  controlled  and  operated  as  one  continuous  through  line,  giving 
to  each  of  the  companies  thus  combining  their  interests,  the  pro- 
portionate and  just  rights  and  remuneration  to  which  they  are 
respectively  entitled  in  the  premises. 

fecitaT  The  parties  of  the  second  part  propose,  in  view  of  the  mutual 
benefits  to  be  derived  from  the  completion  and  control  of  said 
through  line  to  the  Missouri,  to  lease  of  the  Chicago,  Iowa  and 
Nebraska  Railroad  permanently  the  rights  held  by  that  company 
in  the  Albany  railroad  bridge,  the  said  railroad  grounds  on  Little 
Rock  Island,  and  tracks  on  Little  Rock  Island,  connecting  the 
same  with  the  said  ferry ;  the  said  ferry  right  from  Little  Mock 
Island  to  Clinton,  and  the  said  railroad  from  Clinton  to  Cedar 
Rapids,  and  the  connection  with  the  railroad  of  the  parties  of  the 
first  part,  and  they  further  propose  to  lease  of  and  from  the  parties  of 
the  first  part,  in  the  event  of  perfecting  the  lease  from  the  Chicago, 
Iowa  and  Nebraska  railroad  said  forty  miles  of  completed  line,  the 
said  thirty  miles  as  soon  as  the  same  shall  be  completed  in  sections 
from  station  to  station  of  eight  to  ten  miles  each,  and  the  residue 
of  the  said  line  as  the  same  shall  be  hereafter  constructed  and 
ready  for  operation  in  the  manner  provided  by  this  contract 

Now,  therefore,  this  Indenture  witnesseth,  that  the  parties  hereto, 
and  subject  always  to  the  proviso  that  the  agreement  of  lease 
before  referred  to,  shall  be  duly  executed  by  and  become  opera- 
tive, between  the  said  Chicago,  Iowa  and  Nebraska  Railroad  and 
the  parties  of  the  second  part,  have,  for  the  purpose  of  carrying 
into  effect  the  objects  before  recited,  and  for  mutual  considerations 
passing  between  them  respectively,  agreed  and  do  hereby  agree  to 
and  upon  the  following,  articles  or  contract : 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD    COMPANY.  41 


ARTICLE   FIRST. 

The  said  parties  of  the  first  part,  for  and  in  consideration  of  the  C.R.*M. 

to  lease 

rents  and  covenants  hereinafter  reserved  to  be  paid  and  performed  forty 

*  miles  of 

by  the  parties  of  the  second  part,  have  granted,  demised  and  road  to 
leased,  and  by  these  presents  do  grant,  demise  and  lease,  to  the 
said  parties  of  the  second  part,  their  successors  and  assigns,  for 
the  term  of  the  charter  of  the  said  parties  of  the  first  part,  and  for 
the  term  of  any  renewal  or  extension  thereof,  by  the  act  of  the 
legislature,  or  by  any' re-organization,  the  forty  miles  of  railroad  of 
said  parties  of  the  first  part,  now  completed  and  extending  from 
the  western  terminus  of  th«  Chicago,  Iowa  and  Nebraska  Railroad 
to  or  near  Otter  Creek,  westerly  of  Cedar  Rapids,  together  with 
the  right  of  way,  structure  and  superstructure,  station  and  station 
grounds,  depots  and  all  appurtenances,  appendages,  fixtures  and 
real  and  personal  property  in  any  way  or  manner  connected  with  and 
belonging  to  said  railroad,  or  incident  thereto,  with  all  side  tracks, 
turn  tables,  turn-outs,  bridges  and  culverts,  and  all  the  rights,  privi- 
leges and  possessions  of  said  railroad ;  and  also  thirty  miles  of  rail- 
road now  in  the  process  of  construction  from  or  near  Otter  Creek  And  any 
to  Marshalltown,  and  any  further  extension  or  additional  railroad  MMVMI 
which  the  said  parties  of  the  first  part  may  hereafter  at  any  tima  creek?r 
construct;  meaning  and  intending  hereby  to  lease,  grant  and 
demise  to  the  said  parties  of  the  second  part,  the  entire  line  of 
railroad  of  the  parties  of  the  first  part,  which  is  now  constructed 
and  completed,  or  which  they  may  at  any  time  hereafter  construct 
and  complete,  under  and  by  virtue  of  their  said  charter  and  the 
laws  of  Iowa,  upon  the  terms  and  conditions  hereinafter  specified. 

The  said  contract,  agreement,  and  lease  and  possessions  above  Condmoa 
set  forth  are  expressly  declared  to  be  subject  to  and  conditional 
upon  the  observance  and  fulfilment  by  the  parties  of  the  second 
part,  of  the  covenants  hereinafter  set  forth  on  their  part  in  respect 
to  the  operating,  equipment  and  use  of  said  completed  line,  and 
the  payment  of  the  rental  hereinafter  stipulated  or  provided  for, 
and  also  in  respect  to  the  use,  operation  and  equipment  of  the  resi- 
due of  the  line  of  the  parties  of  the  first  part,  as  referred  to  or 
described,  and  to  the  payment  of  the  rental  provided  therefor,  as 
well  as  to  the  observance  of  the  remaining  covenants  of  the  par- 
ties of  the  second  part,  contained  in  this  lease. 


42         AREKMKXT  —  CEDAR   RAPIDS   AND   MISSOURI    RIVER   R.    R.    CO., 


ARTICLE    SECOND. 

Lease  of         The  lease  of  the  said  forty  miles  is  to  take  effect  on  the  first  day 
miiesto      of  August,   1862,  and  to  run   from  that   date,  but  it  is  expressly 

commence 

1st  Aug.  agreed  by  the  parties  of  the  first  part,  that  they  will  make  all  such 
repairs  and  do  all  such  work  upon  said  for,ty  miles  of  railroad,  as 

to  make     E.  B.  Talcott,  Superintendent  of  the  Galena  and  Chicago  Union 

etc.  Railroad,  and  John  J.  Blair,  shall,  on  examination  of  said  railroad, 

determine  to  be  necessary  to  make  said  road  in  all  respects 
equal  to  that  portion  of  the  Chicago,  Iowa  ami  Nebraska  Railroad 
between  Cedar  Rapids  and  Mount  Vernon,  which  was  laid  with  a 
forty-five  pound  rail;  making  all  due  allowance  for  any  improve- 
ment of  the  said  last  mentioned  road  s;iice  its  opening  for  general 
business,  and  regarding  the  Cedar  Rapids  and  Missouri  River 
Railroad  as  a  new  structure;  which  work  and  repairs  shall  be 
done  within  a  reasonable  time  after  such  examination  shall  so  take 

Arbitra-^  place  as  aforesaid.     And  in  case  said  Talcott  and  Blair  cannot 

tors  t<>  be 

appointed,  agree  as  to  what  shall  be  done  to  fully  complete  said  railroad, 
then  they  shall  choose  some  competent,  disinterested  engineer  or 
person  skilled  in  building  and  constructing  railroads,  who  shall 
examine  the  same,  and  his  decision  shall  be  final  in  the  matter,  and 
shall  govern  all  the  parties  to  this  contract,  and  said  parties  of  the 
first  part  shall  do  and  perform  whatever  they  shall  adjudge  right 
and  just  in  and  abouc  the  premises. 

ARTICLE    THIRD. 

Thirty  ad-      The  said  parties  of  the  first  part  do  hereby  covenant  and  agree 

ditional 

miles  to      to   and  with  the  parties  of  the  second  part,  to  construct  and  coro- 

Marsliall- 

tuwntobe  plete  the  thirtv  miles  of  railroad  above  mentioned  between  Otter 

compieieil     *  * 

this  season  Creek  and  Mars'halltown,  during  the  present  season,  and  that  said 
railroad  shall  be  built  and  constructed  with  forty-five  pound  rails, 
and  shall  be  as  good  in  all  respects  as  the  Chicago,  Iowa  and 
Nebraska  Railroad  between  Cedar  Rapids  and  Mount  Vernon  was, 
at  the  time  of  its  opening  for  general  business.  The  grades  and 
curves  thereon  shall  be  as  favorable  and  easy,  taking  the  natural 
conformation  and  difficulties  of  the -line  into  consideration,  as  those 
of  the  Chicago,  Iowa  and  Nebraska  Road  are,  in  reference 
to  the  character  of  the  country  through  which  the  same  is  con- 
structed. 

finished          '^ne  sa^  parties  of  the  first  part  hereby  covenant  and  agree  to 
m.diHken    furnish  and  complete  said  thirty  miles  of  railroad  in  sections  from 

luinctiuus.  .    • 

station  to  station  of  not  less  than  eight  miles,  and  the  said  parties 
of  the  second  part  agree  to  accept  the  same  when  so  finished, 


I 

WITH  GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  43 

inspected  and  approved  by  a  competent  person  to  be  mutually 
chosen  for  that  purpose,  and  to  have  «nd  hold  the  same  for  and 
during  the  term  hereinabove  mentioned,  and  upou  the  terms  and 
conditions  herein  set  forth. 

ARTICLE   FOURTH. 

The  said  parties  of  £he  first  part  covenant  and  asrree,  that  they  c.  R.  AM. 

r  J     to  furnish 

will  furnish  to  the  said  parties  of  the  second  part,  as  an  incident  station 

groi  nds, 

to  the  lease  of  the  railroad  hereby  leased  and  granted,  the  neces-  catiie 
sary  depot  and  station  grounds,  and  grounds  for  wood  yards  and 
cattle  yards,  wherever  stations  shall  be  located  by  them  on  said 
line,  and  that  they  will  furnish  and  construct  at  the  stations  on  the 
first  seventy  miles  of  road  from  Cedar  Rapids  to  Marshalltown 
inclusive,  seven  suitable  and  appropriate  station  houses  at  the  seven  sta- 

,.         ...  tlon  houses 

stations,  and  four  suitable   water  tanks,  and  four  wells  similar  to  on  first 
those  on  the   Chicago,  Iowa   and  Nebraska  Railroad,  where  the  miles, and 
same  can  be  conveniently  located,  in  reference  to  the   supply  of  wate'r"1 
water,  and  the  wants  of  the  railroad.     They  will  also  perfect  the  a*d  per- 
title  to  the  right  of  way  on  the  first  forty  miles,  where  by  contract  n^tof51' 
the  same  is  payable  in  money,  by  the  first  day  of  August,  1862,  way* 
and  where  no  contract  exists,  as  soon  as  a  perfect  release  may*  be 
obtained  by  appropriate  legal  means,  and  where  the  right  of  way 
is  by  contract  to  be  paid  in  the  construction  of  fences,  as  sorn  as 
the  same  can  reasonably   be  done,  and  to  the   satisfaction  of  the 
land  owners,  where  such  fencing  is  to  be  constructed. 

And  they  further  covenant  and  agree,  that  they  will  at  all  times  G.  AC. 
protect  the  said  parties  of  the  second  part  in  the  quiet  possession  q.iiet  e 
and  enjoyment  of  the  premises  and    rights   hereby   granted,    or  *" 
intended  so  to  be,  on  said  line  of  forty  miles,  and  will  assume  and 
pay  all  liens  and  incumbrances  at  any  time  found  to  exist  thereon, 
with  all  costs,  damages  and  legal  charges  by  reason  thereof. 

And  they  do  further  covenant  and  agree,  in  reference  to  any  Provision 
other  portion  of  said  line  which  may  hereafter  be  completed,  and  »»ywrst 
in  reference  to  any  lateral  road  which  may  be  constructed  in  com- 
jiliance  with  the  aforesaid  grant,  that  they  will  purchase  and 
acquire  the  right  of  way,  and  whenever  it  shall  be  practicable  to 
secure  a  perfect  right  of  way  by  ordinary  legal  process,  or  by 
reasonable  purchase  or  release  thereof  from  the  parties  holding 
the  same,  the  same  shall  be  secured  and  perfected,  so  far  as  can 
n-a«inably  be  done,  before  or  during  the  construction  of  the 
sections  to  be  from  time  to  time  constructed  and  delivered  to  the 
parties  of  the  second  part  under  this  indenture  ;  and  that  in  the 
-  where  for  any  reason  they  cannot  procure  tlu>  release  of  title 
for  the  purposes  of  the  railroad  before  the  completion  and  delivery, 


Me       AGREEMENT  —  CEDAR    RAPIDS   AND   MISSOURI   RIVER   R.    R.    Co., 

they  will  perfect  such  release  and  title  as  soon  as  practicable  there- 
after, and  will  in  all  cases  warrant  and  defend  the  parties  of  the 
second  part  in  their  quiet  possession  of  the  line  and  premises  which 
shall  be  from  time  to  time  delivered  under  this  agreement 

ARTICLE   FIFTH. 

The  parties  of  the  second  part  agree  to  pay  to  the  parties  of 
the  first  part,  in  consideration  of  the  use  and  enjoyment  of  said 
completed  road,  and  of  the  sections  which  may  hereafter  be  com- 
pleted, and  for  all  the  rights  and  privileges  granted,  and  benefits 
secured  or  intended  to  be  secured  by  this  indenture,  an  annual 
rental,  in  the  following  manner  and  way  : 

Rent  to  be  Yor  the  forty  miles  completed,  of  which  possession  is  to  be 
o.  *c.  taken  the  first  day  of  August,  1862,  five  hundred  dollars  per  mile 
for  the  first  year,  and  six  hundred  dollars  per  mile  for  the  second 
year,  and  seven  hundred  dollars  per  mile  for  each  and  every  year 
thereafter,  to  be  paid  monthly  on  such  day  as  may  hereafter  be 
agreed  upon.  And  for  every  additional  or  new  section  as  before 
provided,  they  will  pay  in  like  manner  at  the  rate  of  five  hundred 
doHars  per  mile  the  first  year,  six  hundred  dollars  the  second  year, 
and  seven  hundred  dollars  for  each  year  thereafter;  but  where 
different  sections  are  opened  in  anj  one  year,  an  average  of  time 
may  be  agreed  upon,  to  simplify  the  accounts  of  such  sections 
between  parties. 

The  same  provisions  and  rule  above  indicated  shall  apply  to  all 
the  line  of  road  which  may  be  built  under  this  contract, 
r*  r^'th11  -^ut  l^'ls  nereby  specially  agreed,  in  reference  to  the  said  forty  miles 
rent-  to  be  opened  August  1 ,  J  862,  and  in  reference  to  any  and  all  sections 
which  may  be  opened  thereafter,  that  if  for  either  or  both  of  the 
first  two  years  aforesaid  the  gross  earnings  or  receipts  thereon 
shall  amount  to  one  thousand  five  hundred  dollars  per  mile  per 
annum,  then  in  such  case,  the  said  parties  of  the  second  part  shall 
pay  an  absolute  rental  of  seven  hundred  dollars  per  mile,  upon 
such  sections  for  such  year  in  which  the  gross  receipts  shall  reach 
fifteen  hundred  dollars,  instead  of  the  five  hundred  OB  the  six 
hundred  dollars  per  mile  above  stated.  But  this  prorision  is  in  no- 
manner  to  affect  or  restrain  the  operation  of  the  stipulation  in  this- 
indenture  contained,  in  reference  to  the  division  of  gross  receipt* 
in  excess  of  fifteen  hundred  dollars  per  mile,  after  the  third  year, 
as  the  same  may  be  determined,  on  the  submission. herein  provided 
for  in  respect  thereto. 

And  it  is  further  stipulated,  that  the  parties  &f  the  second  part, 
may,  at  their  election,  instead  of  paying  the  entire  rental  to  the 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  45 

parties  of  the  first  part,  or  for  the  first  two  years  so  much  net,  as  °-  *  °- 

'  *  may  p»y 

niav   accrue,  not  exceeding  five  hundred  dollars  the  first,  and  six  «••"?«««, 

•  and  to  b» 

hundred  dollars  the  second  year,  pay  to  the  holders  thereof,  the  credited 
coupons  which  may  under  the  provisions  of  this  agreement  be  exchange, 
outstanding  under  said  first  mortgage  bonds,  and  such  payment 
and  any  current  exchange  between  Chicago  and  the  city  of  New 
York,  where  the  said  coupons  are  payable,  shall  be   charged  to 
said  net  account,  provided  the  same  shall  be  paid  in  New  York. 

ARTICLE    SIXTH. 

The  parties  of  the  first  part  reserve  the  right  to  create  and  con-  c- R-  *  M- 
tinue  on  the  line  of  road  which  they  have  ronstructed,  or  which  mortgage 

road  for 

they  may  hereafter  construct,    a  mortgage   lien,   not   exceeding,  not 

J  J  "   exceeding 

exclusive  of  interest,  ten  thousand  dollars  per  mile  on  the  length  $10,000 

per  mile. 

of  road  completed  and  accepted,  or  ready  for  acceptance  under 
this  contract,  and  to  issue  bonds  secured  by  said  mortgage  to  an 
amount  not  exceeding  ten  thousand  dollars  per  mile,  bearing 
interest  at  seven  per  cent.,  payable  semi-annually. 

And  it  is  understood  that  a  mortgage  of  seven  hundred  thousand  ^i00.000 
dollars  has  already  been  executed  on  the  firs,t  seventy  miles,  and  ^°^a.e9 
that  bonds,  at  the  rate  of  ten  thousand  dollars  per  mile,  payable  in  "touted, 
thirty  years,  with  interest  at  seven  per  cent.,  payable  semi-annu- 
ally, have  been  issued  or  executed  thereunder. 

And  it  is  further  understood  that  the  said  mortgage  already  Mortgages 

*     p  tramount 

executed  is  a  lien,  and  any  mortgages   at  the  said  rate  per  mile  «»  L**8*- 
which   may  hereafter  be  executed  on  the  remaining  portions  of 
the  line,  shall  be  liens  prior  in  effect  and  paramount  to  the  lease  by 
this  Indenture  created.     But,  for  the  protection  of  the  parties  of 
the  second  part  in  their  possession  of  the  premises  hereby  granted, 
or  intended  to  be   granted,  the  parties  of  the  first  part  covenant 
and  agree,  that  of  the  coupons  falling  due  on  the  said  bonds  of  v™*^* 
four  hundred  thousand  dollars  already  executed,  so  many  shall  be  ^y^°^tt 
paid   or  surrendered  and  canceled  as  shall  not  leave  more  than  ^J^^ 
two   and   a  half  per  cent   on  the   par  of  such  bonds,  to  be  paid  *>onda. 
on  coupons  every  six  months,  for  the  first  year,  from  August  1st, 
1862,  to  August  1st,  1863,  nor  more   than   three  per  cent,  semi- 
annually  the  second  year,  such  five  per  cent  the  first,  and  six  per 
cent,  the  second  year,  being  the  equivalent  to  the  rental  on  said 
forty  miles  for  said  years  respectively. 

And  they  further  agree  in  reference  to  the  mortgage,  and  the  A)go  for 
residue  of  the  bonds  to  be  issued  under  said  mortgage,  and  in  l"e'^du" 
reference  to  any  bonds  which  may  be  issued  under  tlie  mortgage    g 
or  mortgages  provided  for  in  this  Indenture,  with  the  prosecution 


46       AGREEMENT  —  CEDAR   RAPIDS    AND   MISSOURI   RIVER   R.    R.    CO., 

of  the  work  on  the  line,  that  no  coupons  shall  be  issued  therewith 
which  shall  call  for  a  larger  amount  of  interest  for  the  first  year 
after  the  completion  of  the  section,  to  represent  which  they  may 
issue,  than  five  per  centum,  nor  for  the  second  year  to  exceed  six 
per  centum,  payable  semi-annually. 

Mortgage        And  it  is  further  agreed  by  the  said  parties  of  the  first  part,  to 
exceed    °  and  with  the  said  parties   of  the  second   part,  that  they  will  not 
per 'mile,     make  or  execute  any  mortgage,  or  create  any  lien  on  said  railroad, 
except  for  the  purpose  of  providing  means  to   build  and  complete 
said  railroad,  and  said  mortgage  or  lien  in  no  case  to  exceed  ten 
thousand  dollars  a  mile.     And  it  is   understood  and  agreed  that 
this  article  is  not  to  affect  the  provisions  of  an    article  in  this  con- 
tract,  providing   for  the   extension    and   continuance    of   certain 
mortgage  liens  therein  mentioned. 

AKTICLE    SEVENTH. 

G.  &  G.  The  parties  of  the  second  part,  in  consideration  of  the  premises 

a°nd"ke  before  recited,  covenant  and  agree  with  the  parties  of  the  first 

thTnlad  Part>  to  lease  fr°m  them  the   said  forty  miles  of  railroad,  before 

jr°ist;oug'  Described   as   completed,  and  to   be   improved   according  to   the 

and  other  requirements  of  said  Talcott  and  Blair,  as  before  mentioned,  and 

sections  as          * 

completed,  to  take  possession  thereof,  and  of  the  appurtenances,  incidents  and 
rights  of  any  nature  thereto  belonging  or  in  anywise  appertaining, 
on  the  first  day  of  August  next,  and  also  to  take,  under  this 
agreement  from  time  to  time,  as  the  same  may  be  completed  and 
ready  for  acceptance,  the  residue  of  the  said  railroad  line  and 
lateral  roads  proposed  to  be  constructed  by  the  parties  of  the  first 
part,  for  and  during  the  term  of  the  charter  of  said  parties  of  the 
first  part,  and  any  renewal,  extension  or  re-organization  of  said 
company,  and  for  said  purpose  to  take  all  legal  and  necessary 
measures  for  the  extension  or  renewal  from  time  to  time  of  their 
own  charter  and  corporate  powers. 

G.  A  c.  to      And  they  further  agree  that  at  all  times  during  the  existence  of 

operate  * 

«">'|  this  agreement  they  will  faithfully  maintain  and  efficiently  operate 

road  and    said  railroad,  and  keep    the  same  in  good  repair  and  condition, 

construct 

fences.  .     with  appurtenances  and  incidents ;  that  they  will  construct  all  the 
fencing  required  by  law  along  the  entire  line  of  railroad  aforesaid, 
now  completed  or  hereafter  to  be  completed,  except,  such  fencing 
as  has  already  been  built  by  the  parties  of  the  first  part,  and  such 
as  they  have  agreed  to  construct  along  said  forty  miles,  as  a  con- 
sideration for  right  of  way  release  to  said  railroad  ;  that  they  will 
sufficient    furnish  and  supply   at  all  times  a  sufficient   and   ample    amount 
cafi,"eeic.    °f  motive  power  and  passenger  and  freight  and  other  cars' to  do 
advantageously  and  in  a  proper  manner  all  the  freight  and  passen- 


WITH    GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  47 

ger  business,  which  may  be  offered  or  procured  for  said  road,  and 
which  may  be  secured  to  the  said  line  running  easterly  to  the 
Mississippi  river  and  Chicago,  .and  will  in  all  ways  furnish  all 
needful  and  proper  facilities  for  the  increasing  business  of  paid 
line,  and  the  growing  demands  of  the  country  by  its  increasing 
production,  or  by  the  extension  of  said  railroad  communication ; 
and  will  further  adopt  such  judicious  and  efficient  measures  as 
may  tend  to  make  the  said  through  line  between  Chicago  and  the 
terminus  of  the  road  of  the  parties  of  the  first  part,  a  main  and 
prosperous  line  toward  the  Missouri  river. 

And  the  parties  of  the  second  part  further  agree  and  contract,  £rorVeia!ion 
that  they  will  assume  and  pay  all  public  taxes  and  assessments  totaxes- 
which  may  be  imposed  or  assessed  on  said  forty  miles  of  completed 
railroad,  with  its  appurtenances  and  incidents,  from  and  after  the 
first  day  of  August,  18G2,  and  will  also  assume  and  pay  all  taxes 
and  assessments  which  may  be  imposed  upon  other  parts  or 
sections  of  the  said  road,  after  the  completion  and  acceptance  of 
such  part  or  section  as  provided  by  this  contract ;  the  said  parties 
of  the  first  part  agreeing  to  pay  and  discharge  all  taxes  and 
assessments  charged  or  levied  previous  to  said  first  day  of  August, 
1S62,  on  the  forty  miles,  and  previous  to  the  completion  of  the 
other  sections  respectively ;  it  being  the  intention  and  effect  of 
this  instrument  that  the  parties  of  the  second  part  shall  pay  all 
taxes  and  assessments  which  they  would  be  liable  to  pay  as  the 
actual  owners  of  said  property,  under  the  charter  of  the  parties 
of  the  first  part. 

ARTICLE    EIGHTH. 

It  is  further  covenanted  and  agreed  by  the  parties  of  the  first  Before 
part,  to  and  with  the   parlies  of  the    second  part,  that  before  the  me™ce- 
commencement  of  work  upon  any  section  or  part  of  the  said  rail-  ™(™lw 
road  to  be  hereafter  built,  the  plans,  profiles,  drawings  and  speci-  plans', 
fications  shall  be  submitted  to  the  parties  of  the  second  part  for  submitted* 
their  inspection  at  the  office  of  the  parties  of  the  first  part,  to  the  toG-4C- 
end  that  any  objections  thereto  may  be  obviated  by  agreement,  or 
by  reference  as  herein  provided. 

ARTICLE    NINTH. 

It  in  further  agreed  by  the  parties  of  the  first  part,  that  after  As  n*w 
any  section  of  the  railroad  shall  be  completed,  and  at  the  time  of  »*' 
the  acceptance  of  the  same  by  the  said  parties  of -the  second  part,  tiT£  and 
they  will,  on  reasonable   demand,  deliver  to   said  parties  of  the  Sl'lw.-red 
second  part  the  title  deeds  to  all  depot  grounds,  station  and  other  ° 
grounds  used,  or  to  be   used  for  railroad  purposes;  and  also,  all 


48        ,AGREEMENT  —  CEDAR~RA'PIDS   AND   MISSOURI   RIVER   R.    R.    CO., 

maps,  plats,  profiles  and  specifications  relating  to  the  tracks  and 
the  property  of  the  said  parties  of  the  first  part  in  regard  to  said 
sections. 

ARTICLE    TENTH. 

And  the  parties  of  the  first  part  do  farther  agree,  that  as  they 
progress  with  the  contemplated  extension  and  completion  of  said 
line  of  railroad  toward  the  Missouri  river,  west  of  Marshalltown, 
it  shall  be  done  in  accordance  with  the  following  specifications, 
to  wit: 

f°H°wmg  shall  constitute  the  general  specifications  under 
according  to  which  shall  be  constructed  and  completed  that 


cfaMaT-est   Part  °f  8a^  lme  °f  railroad  to  be  built  by  said  parties  of  the  first 
shaiitown.   part  west  of,  and  beyond  Marshalltown,   as  well  as  any  lateral  or 
other  line   mentioned  in  the  Act  of  the   State  of  Iowa  granting 
lands  to  said  parties  of  the  first  part  for  railroad  purposes. 

First.     General  character,  location,  etc  —  In  locating  the  route 

of  the  line,  an  intelligent  judgment  shall  be  exercised,  as  well  with 

regard  to  the  business  prospects  and  economical  working  of  the 

line  when  built,  as  to  cheap  or  expeditious  construction  thereof. 

Maps,  The  maps,  plans  and  profiles  of  the  line,  or  any  part  thereof,  to 

guhVnitted   be   built  under   the  provisions  of  this  contract,  shall,  before  the 

for  work  proceeds,  be  submitted  to  the  engineer  of  the  parties  of  the 

second  part,  for  his  approval  with  regard  to  route  selected,  and 

grades,  curvatures  and  plans  of  structures  adopted  —  and  in  case 

of  difference  between  the  parties  with  regard  to  these  items,  it 

shall  be  settled  by  arbitration  as  hereinafter  provided  for. 

spesiBca-      ^Second.     Right  of  way,  etc.  —  The  strip  of  land  secured  perma- 

nently by  right  of  way  of  said  railroad,  shall  not  be  less  than  one 

hundred  feet  in  width,  unless  through   cities  and  villages,  or  in 

special  cases  where  one  hundred  feet  cannot  be  reasonably  ob- 

tained and  a  less  width  shall  be  practicable  for  the  road.     Where 

greater   width  is   required  for  station  grounds   or  for  other  pur- 

poses,  sufficient   land   shall  be  taken  to  accommodate  the  con- 

venient dispatch  of  the  business  of  the  company. 

Third.  Grading.  —  Embankments  shall  be  fourteen  (14)  feet, 
and  cuts  twenty  (20)  feet  wide,  at  grade  line  ;  side  drains  in  cuts 
shall  be  usually  one  and  a  half  feet  deep  and  one  foot  wide  on 
bottom,  in  earth  cuts  ;  slopes  in  earth  shall  be  one  and  a  half 
feet  base  to  one  foot  perpendicular  ;  embankments  shall  be  so 
constructed  as  to  secure  a  good  and  permanent  roadway. 

Fourth.  Culverts  and  Bridges.  —  Ample  waterway  shall  in  all 
cases  be  allowed,  and  culverts  and  foundation  of  bridges  shall  be 
constructed  of  the  most  suitable  materials  to  be  found  within  prac- 


WITH   GALENA    AND    CHICAGO    UNION    RAILROAD    COMPANY.     *         4:9 

ticable  distance  of  the  work.  The  superstructure  of  bridges  shall 
be  of  approved  plans  suitable  to  the  locality  in  each  instance,  and 
they  shall  be  of  ample  strength  and  durability. 

Fifth.  Track.  —  Ties  to  be  of  white  oak,  or  of  the  best  timber 
suitable  for  the  purpose  to  be  obtained  within  reasonable  distance, 
to  be  eight  feet  long,  six  inches  thick,  and  not  less  than  six  inches 
face,  to  be  laid  two  feet  apart  from  centre  to  centre.  Chairs  to  be 
of  rolled  iron,  weighing  not  less  than  ten  pounds  each.  Super- 
structure to  be  T  rail  iron,  weighing  not  less  than  forty-five  pounds 
per  lineal  yard.  Rails  to  be  well  spiked  to  each  tie.  The  track 
on  each  section  of  ten  miles  in  length,  to  be  ballasted  with  the  best 
material  to  be  found  within  a  reasonable  distance. 

Sixth.  Stations  and  Buildings.  —  Stations  to  be  located  at  spcciflca- 
suitable  and  convenient  points,  along  the  line  of  the  road,  about 
six  to  ten  miles  from  each  other.  The  buildings  at  such  stations 
to  be  of  good  materials  and  well  built,  and  to  be  sufficiently  large 
to  allow  the  prompt  and  convenient  dispatch  of  the  legitimate 
business  of  the  company.  Wells,  good  and  sufficient  water  houses, 
with  ample  tank  room  and  ritted  up  with  the  necessary  pumps,  etc., 
to  be  provided  at  the  proper  distances  from  each  other  along  the 
line.  Turn  tables,  engine  houses  and  wood  sheds  to  be  in  sufficient 
number  and  capacity  to  do  the  business  of  the  company  at  th 
opening  of  the  sections  for  general  business. 

Side  tracks  and  turnouts  shall  be  laid  at  the  different  stations 
in  such  lengths  as  may  be  desirable.  The  total  length  of  side 
tracks  along  the  line  shall  be  sufficient  and  appropriate  for  the 
business  of  the  road.  All  plans,  for  arrangement  of  side  tracks, 
buildings,  etc.,  at  the  different  stations,  shall  be  subject  to  the 
approval  of  the  engineer  of  the  parties  of  the  second  part. 

It  is  understood  generally,  and  as  a  summary  of  the  above  de- 
tailed specifications,  that  the  character  of  road  to  be  built,  as 
herein  referred  to,  shall  be  as  good,  substantial  and  efficient,  as  that 
part  of  the  Chicago,  Iowa  and  Nebraska  Railroad  between  Mount  * 
Vernon  and  Cedar  Rapids,  was,  as  a_new  road,  when  opened  for 
general  operation. 

It  is  agreed  between  the  parties  hereto,  that  whenever  the  o.  *  c.  u 
parties  of  the  first  part  shall  have  completed  any  section  of  said  sections  of 
road  not  less  than  eight  miles  in  length,  and  which  section  shall  ofroad"*8 
terminate  at  some  point  suitable  for  a  temporary  terminus  of  a  ultllble 
railroad,  and  at  which  point  a  reasonable  amount  of  business  for 
said  railroad  may  be  fairly  expected,  the  engineer  of  the  said 
parties  of  the  second  part  shall  examine  and  inspect  the  same, 
and  if  he  shall  find  the  same  to  have  been  constructed  and  com- 
pleted in  all  respects  in  accordance  with  the  spirit  and  terms  of 

7 


temporary 
Urmlnug. 


50         «LG1JKK.MK.\T CKDAR   RAPIDS    AND    MISSOURI    RIVKR    R.    R.    £O., 

these  specifications,  then  the  said  parties  of  the  second  part  agree 
to  accept,  and  use,  and  operate  the  same,  upon  the  terms  and 
conditions  as  in  this  contract  provided. 

Differences  ^mj  jf  (]jflfurences  shaii  arise  between  the  parties  hereto,  with 
tobarbitra.  regar(l  to  the  character  of  construction  and  completion  of  said 
road,  or  any  part  thereof,  then  and  in  that  case  the  same  shall 
be  referred  to  the  decision  of  three  competent  and  disinterested 
engineers,  one  to  be  selected  by  each  party  hereto,  and  the  third 
by  those  so  chosen,  whose  decision,  upon  the  questions  submitted 
to  them,  shall  be  final  and  conclusive  on  the  parties  hereto.  If 
the  said  arbitrators  decide  that  the  said  road,  so  built,  is  substan- 
tially in  accordance  with  these  specifications,  then  the  said  parties 
of  the  second  part  are  to  accept  the  same  as  completed.  And  if  the 
said  arbitrators  decide  that  the  said  road,  so  built,  is  not  in  accord- 
ance Wjith  these  specifications,  then  the  said  parties  of  the  first 
part  are  to  do  .all  things  necessary  to  so  complete  and  finish  the 
said  road,  as  deemed  necessary  by  said  arbitrators,  in  accordance 
with  the  true  spirit  and  meaning  of  this  contract, 
sections  to  The  sections  irom  time  to  time  completed  by  the  parties  pf  the 

be  in  a  *  . 

continuous  first  part,  and  accepted  and  brought  into  use,  by  the  parties  of  the 
except       second  part  under  the  provisions  of  this  contract,  shall  be  in  a  con- 

llnes  from  .„  .         i          i      ,»  i»-i 

Clinton  to  tmuous  lin'3,  reckoning  from  the  station  last  berore  completed  and 
accepted,  except  the  branch  line  from  Clinton  to  Lyons,  if  built 
by  said  parties  of  the  first  part,  which  shall  be  accepted  and  oper- 
ated by  said  parties  of  the  second  part,  whenever  the  same  shall 
be  built,  in  accordance  with  the  general  provisions  herein  con- 
tained ;  and  these  provisions  shall  apply  to  the  line  between 
Marion  and  Cedar  Rapids. 

It  is  agreed  that  road  crossings  and  cattle-guards  shall  also  be 
constructed,  where  necessary  on  the  lines. 


ARTICLE    ELEVENTH. 

• 

Local  It  is  mutually  agreed  by  the  parties  hereto,  that  the  Superinten- 

dent of  the  Galena  and  Chicago  Union  Railroad  Company  may 
modify  and  change  the  present  tariff  for  local  and  joint  business 
on  the  road  of  the  parties  of  the  first  part,  as  the  exigencies  of 
the  business  and  mutual  interest  of  the  parties  may,  in  his  judg- 
ment, require,  until  the  first  day  of  January,  1863. 

joint,ffon         -^n<^  ^  ls  a^so  a»reed>  that  in  making  a  tariff  for  joint  business 

business,     with  the  line  of  the  Chicago,  Iowa  and  Nebraska  Road,  the  said 

Cedar   Rapids    and   Missouri    Railroad    shall    be    regarded    as 

an  extension  of  the  Chicago,  Iowa  and  Nebraska  Railroad,  and 

the  division  of  the  tariff  between  these  lines,  or  roads,  shall  be 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD    COMPANY.  51 

pro-rated  or  divided  in  proportion  to  the  distance  which  the  freight 
may  be  transported  over  the  respective  lines. 

And  it  is  also  further  agreed,  that  all  business  originating  on  the  Through 

0  a  business  — 

road  of  the  parties  of  the  first  part,  and  passing  over  the  Galena  what? 
and  Chicago  Union  Railroad,  or  any  portion  of  it,  and  all  busi- 
ness passing  over  the  said  Galena  and  Chicago  Union  Railroad,  or 
any  part  of  it,  and  also  passing  over  some  portion  or  the  whole  of 
the  road  of  the  parties  of  the  first  part,  shall  be  regarded  in  the  same 
manner  as  though  said  business  had  originated  on,  or  was  destined 
to  some  point  on  the  Chicago,  Iowa  and  Nebraska  Railroad,  and 
subject  to  the  same  rate  of  divisions  or  charges  for  the  bridge  and 
ferry  and  for  the  Galena  and  Chicago  Union  Railroad  as  may,  for 
the  time  being,  be  established  by  the  divisions  of  the  joint  tariff 
between  the  said  parties  of  the  second  part  and  the  Chicago,  Iowa 
and  Nebraska  Railroad. 

This  arrangement  of  tariff  for  local  and  joint  business  sttall  con-  Arrsnge- 
tinue  until  the  first  day  of  January,  1863.  Within  thirty  days  there-  tepard  to 
after,  the  General  Superintendent  of  the  Galena  Company  shall 
make  up  a  local  tariff  for  the  road  of  the  parties  of  the  first  part, 
also  a  joint  tariff  and  rate  of  division  for  the  several  lines  inter- 
ested, in  such  manner  as  will,  in  his  judgment,  give  to  each  of  the 
parties  their  legitimate  proportion  of  the  rate,  and  submit  the  same 
to  the  Presidents  of  the  Cedar  Rapids  and  Missouri  Railroad  and 
the  Chicago,  Iowa  and  Nebraska  Railroad,  for  their  approval. 
If  not  objected  to,  by  notice  in  writing,  mailed  or  delivered  within 
thirty  days,  by  either  of  said  Presidents,  such  tariff  and  division 
shall  be  the  standard  tariff  during  the  year  1863,  and  continue  until 
changed  in  one  of  the  modes  hereinafter  provided  for.  If  said 
tariff,  or  the  division  of  rates,  shall  be  objected  to,  as  before  pro- 
vided for,  it  shall  be  determined  as  follows: 

First.     By  a  referee  to  be  mutually  chosen  ;    or, 

Second.  The  Presidents  of  the  companies  in  Iowa  shall  jointly 
select  a  disinterested  Railroad  Superintendent  or  manager;  the 
Galena  Company  shall  select  a  similar  person;  and  the  two  thus 
selected  shall  agree  upon  a  third. 

The  parties  thus  selected  shall  examine  the  several  lines  of  road, 
taking  into  consideration  their  local  advantages  and  their  relation 
to  each  other  as  a  through  line,  and  make  a  standard  tariff  for  joint 
business  and  determine  the  divisions  between  the  several  interests; 
provided,  that  the  rates  allowed  to  the  ferry  and  bridge  shall  not 
be  reduced  below  the  present  rates  so  long  as  the  ferry  may  be  in 
use.  The  decision  of  such  commission  shall  be  binding  upon  all 
the  interests  for  tlv  term  of  one  year,  after  which  the  said  tariff 
may  be  again,  and  from  year  to  year,  revised  in  the  same  manner. 


52        AGREEMENT CEDAR    RAPIDS    AND   MISSOURI   RIVER   R.    R.    CO., 

It  is  also  agreed,  that  the  General  Superintendent  of  the  Galena 
Road  may  increase  or  -diminish  any  of  the  rates  established  by  such 
tariff,  whenever  such  change  may,  in  his  opinion,  become  necessary 
to  promote  the  interests  of  the  several  parties  ;  and  such  increase 
or  decrease  of  rates  shall  be  shared  by  the  severallines  (except  the 
bridge  and  ferry)  according  to  their  proportion  of  the  standard 
tariff.  Provided,  That  no  increase  or  reduction  of  rates  shall  be 
made  in  such  a  manner  as  to  prejudice  one  line  or  party  in  interest, 
for  the  benefit  of  any  other  line  or  interest 

ARTICLE   TWELFTH. 

^e?0tal  And  whereas,  it  is  the  object  and  purpose  of  this  Indenture  to 
of  parties,  secure  to  the  parties  of  the  second  part,  so  far  as  may  lawfully  be 
done,  the  permanent  control  and  direction  of,  and  interest  in,  the 
estate  and  premises  hereby  granted,  subject  only  to  the  full  secu- 
rity of  the  parties  of  the  first  part,  in  the  permanent  receipt  and 
enjoyment  of  the  rental  reserved  and  provided  for  in  this  inden- 
ture, and  to  the  obligations  herein  contained  ;  and  whereas,  there- 
fore, in  reference  to  all  the  liabilities  which  may  during  the  con- 
tinuance of  this  indenture  in  anywise  arise  or  accrue,  be  enforced, 
or  attempted  to  be  enforced,  against  the  parties  of  the  first  part,  as 
the  resident  owners  of  said  railroad,  estate  and  incidents,  and  also 
in  reference  to  the  performance  of  all  duties  or  obligations  which 
may  be  enjoined  upon  or  required  of  the  owners  and  operators  of 
said  estate  and  incidents,  from  considerations  of  public  policy,  the 
parties  of  the  second  part  should  be  held  and  treated  in  these 
regards  as  the  actual  owners  thereof,  subject  to  all  the  responsibili- 
ties incident  to  a  railroad  corporation  in  the  running,  maintenance 
•ccount'a-  and  equipment  and  operation  thereof:  Now,  therefore,  it  is  agreed 
daJa^1  and  covenanted,  that  in  regard  to  all  fines  or  penalties  imposed  by 
law  for  the  commission  of  any  act  prohibited,  or  the  omission  of 
any  act  or  duty  enjoined,  in  respect  to  all  damages  or  injury  to 
persons  or  real  estate  in  anywise  arising  from  the  act  or  negli- 
gence of  the  parties  of  the  second  part  or  their  agents,  and  in 
respect  to  damage  or  injury  to  persons  in  anywise  arising  or 
accruing  upon  said  road  during  its  operation  and  management  by 
the  parties  of  the  second  part ;  and  generally  in  reference  to  all 
the  incidental  and  accidental  risks  and  liabilities  assumed  by  a 
railroad  corporation  owning  and  operating  its  road,  the  parties  of 
the  second  part  shall  become  and  they  agree  to  be  liable  to  the 
same  extent  in  reference  to  the  subject-matter  covered  by  this  arti- 
cle, as  if  said  parties  were  the  actual  owners  of  said  road  and 
estate  hereby  leased ;  and  they  hereby  covenant  to  assume  and  pay 


WITH   GALKNA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  53 

all  such  demands  and  liabilities  and  to  protect  the  estate  and 
premises  aforesaid  against  the  effect,  charge,  and  lien,  of  any  fine, 
judgment  or  decree  imposed  or  recovered  in  any  such  <jase  of  lia- 
bility. Nothing  contained  in  this  article  shall  in  anywise  be 
regarded,  or  construed,  as  implying  or  imposing  any  liability  what- 
ever upon  tbe  parties  of  the  second  part,  to  assume  any  pecuniary 
liability  or  obligation  of  said  parties  of  the  first  part  existing  by 
their  own  contract,  express  or  implied,  through  the  acts  of  their 
officers  or  agents. 

ARTICLE    THIRTEENTH. 

The  parties  of  the  second  part  agree  that  they  will  keep  in  o.  *  o. 
proper  and  mercantile  form,  the    accounts   of  the  business  and  account  or 

business, 

operations  of  said  line  hereby  leased,  showing  all  the  receipts,  to  and  make 
a  participation  in  which  the  parties  of  the  first  part  are  entitled  by 
this  agreement,  and  the  sources  thereof;  and  a  general  and 
approximate  abstract  of  the  said  business  shall  be  made  up  and 
delivered  to  said  parties  of  the  first  part,  as  often  as  once  in  a 
month. 

The  parties  of  the  second  part  also  agree  that  they  will,  at  all  f0'hRaVe  M* 
reasonable  and  proper  times,  submit  to  the  inspection  of  the  said  g^i^e 
parties  of  the  first  part,  or  their  authorized  agent,  the  books  con-  the  book8- 
taining  such  entries,  and  all  the  necessary  vouchers  and  papers 
explanatory  of  the  same,  and  will  give  any  needful  information  as 
to  the  same.     This  provision,  as  to  abstracts,  is  to  become  appli- 
cable only  after  the  period  when  the  said  parties  of  the  first  part 
may  be  entitled  to  a  participation  in  the  gross  receipts,  as  hereby 
provided. 

But  full  statements  showing  the  receipts  of  the  com-  G*c-. . 

to  furnish 

pany  on  the  said  lines  hereby  leased,  shall  be  delivered  at  least  statutes 

%  f°r  reports 

annually  for  the    first  two  years,  and  semi-annually  thereafter,  and  to  the 
shall  be  made  in  such  form  as  to  exhibit  accurately  the  amount 
and   character  of  the  gross  receipts  of  the  sections  referred  to 
herein. 

And  the  said  parties  of  the  second  part  shall  in   due   season 
furnish  to  the   parties  of  the  first  part,  all   such  statements  and 
items,  so  far  as  they  have  the  control  thereof,  which  shall  be  neces- 
sary to  enable  the  parties  of  the    first   part   to  comply  with  any 
requirement  of  law,  in  the  making  of  reports  under  the  charter. 
And  also,  if  required,    a  full   and   correct   statement  of  all   the  And  MI 
business  and  income  upon  the  road,  and  of  the  sources  and  char-  of 
acter  thereof,  and   of  all   expenditures  thereon,  and   the   nature  required! 
thereof,  shall  be  furnished  by  the  parties?  of  the  second  part,  to  the 
parties  of  the  first  part,  at  the  end  of  each  year,  that   the  parties 


54         AGREEMENT CEDAR   RAPIDS   AND   MISSOURI   RIVER   R.   R.   CO., 

of  the  first  part  may  know  of  the  result  and  the  operations  of  this 
contract,  and  that  an  annual  settlement  may  be  made  in  the 
premises. 

ARTICLE    FOURTEENTH. 

The  parties  of  the  second  part  agree,  during  the  continuance  of 
this  indenture,  to  grant  free  passes  over  their  lines  of  railroad, 
and  the  lines  leased  by  them,  to  the  directors  and  officers  and 
general  agents  of  said  parties  of  the  first  part,  in  their  railroad 
and  in  their  land  department  connected  therewith. 

ARTICLE   FIFTEENTH. 

loie'their '  And  it  is  further  covenanted  and  agreed,  that  if  the  parties  of 
p°we°rsBor  tne  second  part,  shall,  at  any  time  lose  their  corporate  powers  by 
rent,l'cpi^  tne  lapse  of  its  charter,  without  renewal,  extension  or  re-organi- 
teniiinate'  zation ;  or,  if  they  shall,  at  any  time  or  in  any  manner,  be  divested 
of  the  control  and  title  of  their  corporate  property  and  interests 
in  the  right  line  "from  Chicago;  or  if  they  shall  fail,  for  the 
term  of  sixty  days  after  the  same  shall  be. due,  to  pay  the  rental 
above  specified  and  provided  for,  or  if  it  shall  neglect  or  omit  the 
performance  of  any  one  or  more  of  the  covenants  herein  contained, 
on  their  part  to  be  performed,  materially  affecting  or  jeopardizing 
the  rights  and  interests  of  the  parties  of  the  first  part ;  and  if  it 
shall  continue  or  be  guilty  of  such  neglect  or  omission  for  sixty 
days  after  the  service  of  written  notice,  specifying  the  particular 
covenant  or  covenants  in  respect  to  which  a  breach  shall  be  com- 
plained of,  the  said  parties  of  the  first  part  may  declare  this 
Indenture  and  Lease  terminated  and  at  an  end,  and  the  right* 
of  the  parties  of  the  second  part  thereunder  determined,  and  may 
take  such  means  for  redress,  or  for  the  recovery  of  the  possession 
of  the  demised  and  leased  premises,  in  a  court  of  record  having: 
equitable  jurisdiction,  as  they  may  be  advised,  and  as  shall  be 
agreeable  to  equity  and  justice,  in  the  judgment  of  said  court. 
.  And,  at  the  special  request  of  the  parties  of  the  second  part,  it  is 
hereby  stipulated,  that  said  parties  of  the  second  part  shall  have, 
in  any  such  proceeding,  which  may  be  instituted  in  any  court, 
under  any  of  these  provisions  the  full  right  to  deny  the  violation 
or  breach  of  any  covenant,  the  violation  or  breach  of  which  is 
complained  of;  and  such  issue  shall,  in  all  cases,  be  submitted  to- 
such  court  for  its  decision. 

ARTICLE    SIXTEENTH. 

Furthe  Inasmuch  as  the  rental  provided  for  during  the  first  three  years 

Ps"u!t10'     °n  the  several  sections  or  lines  of  said  road  hereby  leased  and  to 

be  leased,  is  not  intended  by  the  parties  as  fixing  permanently  the 


WITH    GALENA.   AND   CHICAGO   UNION   RAILROAD    COMPANY.  55 

compensation  which  ought  to  be  paid  to  the  parties  of  the  first  }'o^trred 
part,  for  the  use  and  enjoyment  of  the  rights  hereby  granted,  the  8wlfl- 
value  of  which  may  be  increased  by  the  settlement  of  the  country 
along  the  line,  and  other  considerations,  it  is  hereby  stipulated  and 
agreed,  that  it  be  referred  to  William  II.  Swift,  of  the  city  of 
JJoston,  or  in  ease  of  his  inability  or  refusal  to  act,  to  some  other 
competent  and  reliable  person,  to  be  agreed  upon,  to  determine 
what  portion  of  the  gross  receipts  of  the  line,  in  excess  of  the 
fifteen  hundred  dollars  per  mile  per  annum,  the  division  of  which 
is  before  permanently  provided  for,  shall  be  paid  to  the  parties  of 
the  first  part,  for  the  rights,  interests,  estate,  and  privileges  leased 
and  conveyed  by  this  Indenture.  In  deciding  this  question,  the  wh«t 

J  J    .  shall  guide 

referee  shall  be  guided  by  the  stipulations  of  this  indenture,  as  to  the 
the  leasihg  of  the  said  road  in  sections,  and  by  the  consideration 
that  special  provision  has  been  made,  by  which  a  limited  income 
is  imposed  on  the  first  forty  miles  for  three  years,  and  on  each  new 
section  or  division  which  becomes  subject  to  the  lease,  for  the 
same  term  after  its  acceptance  by  the  parties  of  the  second  part, 
and  he  is  to  determine  in  what  manner,  after  such  three  years 
have  elapsed  on  such  sections  respectively,  the  gross  income 
therefor,  in  excess  of  fifteen  hundred  dollars  per  mile,  shall  be 
divided  and  paid. 

The  said  referee,  in  deciding  such  question,  shall  be  permitted  what  he 
to  consider  all  circumstances  and  facts  justly  and  equitably  affect-  consider, 
ing  the  same,  and  the  same  shall  be  submitted  as  soon  as  practi- 
cable, and  his  award  duly  signed,  delivered  in  duplicate  to  each  of 
said  parties,  within  eight  months  from  the  date  of  this  Indenture. 
And  the  parties  hereto  mutually  agree  to   abide  by   said  award 
during  the  term  'of  this  lease. 

ARTICLE    SEVENTEENTH. 

Whenever  the  bonds  issued  or  to  be  issued  under  any  of  the  c  R  A  M> 
mortgages  referred  to,  and  authorized,  shall  mature,  the  parties  of  £.'* "^ct 
the  first  part  covenant  and  agree,  that  such  arrangement  and  dis-  ^gire'0^" 
position  thereof  shall  be  made,  as  will  protect  the  parties  of  the  morl88s«- 
second  part  against  the  foreclosure  of  the  mortgage  or  mortgages 
securing  the  same,  and  the  covenant  to  save  harmless  and  indem- 
nify the  parties  of  the  second  part  against  such  foreclosure,   pro- 
vided, always,  that  the  amount  of  rental  then  due  to  the  parties 
of  the  first  part,  according   to   the   terms  of  this  agreement,  shall 
have  been  paid  in  the  manner  before  or  herein  provided. 

And  the   said   parties  of  the  second   part   covenant  and  agree,  lii 
that  for  the  purpose  of  enabling  th<!  parties  of  the  first  part  to  extend  !ngHrndex- 
the  payment  of  the  principal  of  said  bonds,  as  they  may,  from  time  b^d's!" 


56         AGREEMENT CEDAR   RAPIDS   AND   MISSOURI   RIVER   R.    R.   CO., 

to  time,  fall  due,  the  said  parties  of  the  first  part  may,  if  they  may 
do  so  in  legal  and  valid  form,  by  proper  declaration  or  instrument, 
continue  or  extend  the  liens  of  such  first  mortgages  during  such 
time  as  they  may  be  able,  by  agreement  with  the  holders  of  such 
bonds,  and  may  issue  new  coupons  for  the  payment  of  the  semi- 
annual interest  at  seven  per  cent,  for  the, time  of  such  extension  or 
extensions,  or  they  may,  if  they  may  be  legally  able  to  do  so,  ex- 
ecute a  new  mortgage,  not  exceeding  the  said  rate  of  ten  thousand 
dollars  per  mile,  and  under  the  security  of  the  same,  issue  bonds 
at  the  said  rates,  and  bearing  seven  per  cent,  interest,  which  bonds, 
when  so  issued,  shall  be  delivered  a  suitable  trustee  or  trustees, 
to  be  appointed  by  the  parties  of  the  second  part,  to  be  delivered 
up  by  him  or  them,  only  on  the  surrender  and  cancellation  of  an 
equal  amount  at  par,  of  the  first  mortgage  bonds,  in  placd  of  which 
such  issue  shall  be  made;  and  the  said  new  mortgage  or  mortgages 
Extension  rnay  and  shall  be  recognized  as  a  lien  paramount  and  of  prior  effect 
to  the  lease  to  the  parties  of  the  second  part,  to  the  extent,  and 
only  to  the  extent  of  the  said  first  or  original  mortgage  bonds  sur- 
rendered and  canceled ;  and  the  said  parties  of  the  second  part 
agree  that  a  lien,  in  lieu  and  instead  of  said  first  mortgage  or 
mortgages,  as  the  case  may  be,  may  be  continued,  in  any  other 
legal  and  proper  mode  which  may  be  desired,  provided,  in  all 
cases  that  such  new  lien  shall  not  in  anywise  be  paramount,  or,  in 
effect,  prior  to  the  aforesaid  lease,  except  so  far  as  the  original 
liability,  for  the  extension  of  which  such  new  lien  is  created,  shall 
be  absolutely  extinguished.  This  provision  shall  extend  to  any 
mortgage,  not  exceeding  the  said  rate  per  mile,  the  extension  of 
which  shall  hereafter  become  necessary  to  the  parties  of  the  first 
part,  and  in  all  cases  the  same  protection  shall  be. given  to  the  par- 
ties of  the  second  part,  as  is  secured  by  this  article. 

ARTICLE   EIGHTEENTH. 

°a  *  Tei*0  f^ie  Par^'es  °f  the  second  part  agree  to  assume  and  pay  the  sum 
graph  Co.  of  fifty  dollars  per  mile,  remaining  due  to  the  Illinois  and  Missis- 
sippi Telegraph  Company  from  the  parties  of  the  first  part,  for  the 
construction  of  the  line  of  telegraph  between  the  Cedar  Kapids,  of 
*  the  said  road  of  the  parties  of  the  first  part,  and  the  Marshall- 
Town  station,  about  sixty-nine  or  seventy  miles,  and  also  to  assume 
the  obligations  to  said  company,  of  the  parties  of  the  first  part,  in 
the  transportation  of  the  materials  and  men  of  the  telegraph  com- 
pany, over  the  railroad  line  to  that  point,  as  the  same  is  completed, 
as  stipulated  in  contract  with  Chicago,  Iowa  and  Nebraska  Rail- 
road. * 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  57 


ARTICLE   NINETEENTH. 

The  parties  of  the  second  part  agree  to  transport  for  the  parties  G.  *  o. 

to  trans- 

of  the  first  part,  such  iron  and  other  materials  for1  the  construction  port  iron 
of  the  line  of  railroad  proposed  to  be  built,  as  may  be  carried  for  c.  R.  i  M. 
them  on  their  own  road  and  the  Chicago,  Iowa  and  Nebraska  rail- 
road, and  Cedar  Rapids  and  Missouri  River  Railroad,  at  the 
actual  cost  thereof,  not  exceeding  one  and  a  half  cents  per  ton 
per  mile,  and  take  payment  therefor  in  the  first  mortgage  bonds 
of  said  Cedar  Rapids  and  Missouri  River  Railroad  at  par ;  pro- 
vided that  the  charges  for  the  transportation  of  said  materials  for 
construction,  shall  not  be  considered  as  any  part  of  the  gross  earn- 
ings on  said  Cedar  Rapids  and  Missouri  River  Railroad,  on  which 
the  payment  of  rental  shall  be  estimated,  as  hereinbefore  pro- 
vided for. 

ARTICLE   TWENTIETH. 

It  is  further  agreed  by  the  parties  of  the  first  part,  to  and  with   c- R-  *  M« 

•  not  to  issue 

the  parties  of  the  second  part,  that  they  will  not  make  or  execute  a  b^8  **• 
mortgage  or  create  any  lien  upon  said  railroad,  and  said  premises   *NM*O 
herein  leased,  for  any  other  purpose  than  to  assist  in  the  building  jnd  only 

*  °    for  con- 

and  completion  of  said  railroad,  and  to  an  amount  not  exceeding  »tructu>n 

3    of  road. 

ten  thousand  dollars  per  mile. 

ARTICLE    TWENTY-FIRST. 

And  to  enable  the  said  parties  of  the  second  part,  to  beneficially  o.  *  c. 
enjoy  said  property,  rights  and  privileges  herein  demised,  the  said 
parties  of  the  first  part  hereby  appoint  the  said  parties  of  the 
second  part,  their  successors  and  assigns,  their  attorneys  irrevoca-  J^f 
ble,  with  full  power  and  right  to  use  the  name  of  the  said  parties 
of  the  first  part,  in  and  about  the  business,  maintenance,  operation 
and  use  of  the  said  road,  with  power  to  make  any  and  all  such 
contracts  in  proper  and  just  furtherance  of  the  objects  hereinbefore 
set  forth,  and  not  otherwise,  with  any  persons  or  corporations,  in  the 
name  of  the  said  parties  of  the  first  part,  and  under  their  corporate 
seal  or  otherwise,  and  generally  to  do  all  other  acts  and  things  in 
and  about  the  premises  which  said  parties  of  the  first  part  might 
lawfully  do,  and  to  use  the  name  of  the  said  parties  of  the  first* 
part,  in  and  about  any  legal  proceedings  and  suits,  either  at  law  or 
in  equity,  as  to  the  said  parties  of  the  second  part  may  seem  re- 
quisite and  necessary  in  carrying  out  the  objects  and  intentions  of 
tliis  indenture;  all  of  which  is  to  be  at  the  proper  cost  and  charge 
and  risk  of  the  said  parties  of  the^seuoiid  part,  their  successors  and 
assigns. 

8 


58        AGREEMENT CEDAE   RAPIDS   AND   MISSOURI   RIVER   R.    R.    CO., 


to'  *  erate      ^n(^  Ba*^  Parties  °f  tae  second  part  further  covenant  and  agree 
and  keep    to  an<}  with   said   parties  of  the   first  part,    their   successors  and 

road  in  I  « 

repair.       assigns,  that  the  said  parties  of  the  second  part  shall  and  will,  dur- 

ing the  term  hereby  granted,  operate,  maintain  and  keep  in  repair, 

the  said  demised  premises,  and  indemnify  and  save  harmless  the  said 

parties  of  the  first  part,  their  successors  and  assigns,  against  and 

from  all  costs,  expenses  and  damages  growing  out  of  the  main- 

taining, repairing,  operating  and  using  the  said  road. 

c.  R.  A  M.      And  the  said  parties  of  the  first  part  hereby  covenant  and  agree 

thmps  10     to  and  with  the  said  parties  of  the  second  part,  their  successors 

life  of        and  assigns,  that  they  will,  during  the  term  in  which  the  provisions 

charter.  J 

of  this  indenture  shall  be  in  force,  preserve  and  continue  the  legal 
organization  of  said  Cedar  Rapids  and  Missouri  River  Railroad  ; 
will  hold  meetings,  keep  records,  pass  votes,  and  appoint  officers, 
so  far  as  necessary  to  enable  the  parties  of  the  second  part  to  carry 
into  full  force  and  effect  the  objects  of  this  instrument;  and  that 
they  will  give  such  further  assurances  as  may  be  necessary  there- 
for, and  that  they  will,  at  any  and  all  times  hereafter,  when  there- 
unto requested  by  the  said  parties  of  the  second  part,  use  their 
corporate  powers,  and  do  and  perform  in  their  own  corporate 
name,  any  and  all  acts  and  things  that  may  be  necessary  fully  to 
protect  s:iid  parties  of  the  second  part  in  the  full  enjoyment  of  all 
the  rights  and  privileges  herein  granted. 
C.R,  AM.  And  said  parties  of  the  first  part  further  covenant  and  agree 

to  make 

further       with  the  said  parties  of  the  second  part,  that  they  will  hereafter 
give  and  make  such  further  and  other  conveyances  and  assurances 


as  may  be  proper  and  necessary  to  carry  into    full  effect  all  the 
objects  and  purposes  of  this  indenture. 

Covenant  And  the  said  parties  of  the  first  part  further  covenant  and  agree 
zin-  with  said  parties  of  the  second  part,  that  they,  the  said  parties  of 
the  first  part,  are  well  and  truly  seized  of  .the  premises  hereby 
demised,  and  have  full  power  to  convey  the  same,  and  the  same  in 
quiet  enjoyment  of  said  parties  of  the  second  part,  shall  and  will 
warrant  and  by  these  presents  forever  defend. 

In  Witness  Whereof,  The  parties  hereto,  under  and  by  virtue  of 

the  acts  and  resolutions  of  the  stockholders  in  thc-ir   respective 

4  companies,  and   of  the   proceedings  thereunder   authorizing   the 

same,  have  caused  this  instrument  to  be  executed  as  their  act,  and 


WITH   GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  59 

in  their  behalf,  by  their  respective  Presidents  and  under  their  sev- 
eral corporate  seals,  and  attested  by  their  respective  Secretaries, 
the  day  and  year  first  above  written.  , 

(Signed)  CEDAB  RAPIDS  &  MISSOURI  RIVER 

[L.  s.]  RAILROAD  COMPANY, 

By  L.  B.  CROCKER,  President. 

Attest : 

(Signed)  L.  C.  PARDKK,  • 

Secretary. 

(Signed)  GALENA  &  CHICAGO  UNION  RAILROAD 

[L.  s.]  COMPANY, 

By  W.  H.  BROWN,  President. 
Attest : 
(Signed)  W.  M.  LARRABEE, 

Secretary. 


The  Executive  Committee  of  the  Cedar  Rapids  and  Missouri 
River  Railroad  Company,  have  carefully  examined  the  foregoing 
Lease  or  Contract,  and,  in  conformity  with  the  resolutions  of  the 
stockholders  of  the  company,  at  their  annual  meeting  on  the  10th 
of  June,  1862,  do  hereby  approve  the  same. 

In  Witness  Whereof,  They  do  hereby  subscribe  names  respect- 
ively. 

(Signed)  L.  B.  CROCKER, 

(     "     )  CHAS.  A.  LAMBARD, 

(     «     )  JOHN  J.  BLAIR, 

Executive  Committee  of  the  Cedar  Rapida  and  Missouri  River  Railroad. 


60       AGREEMENT  —  CEDAR   RAPIDS   AND   MISSOURI   RIVEK   R.    R.    CO., 


I,  E.  B.  TALCOTT,  of  the  city  of  Chicago,  and  State  of  Illinois, 
duly  selected  and  appointed  referee  by  the  Galena  and  Chicago 
Union  Railroad  Company,  and  the  Cedar  Rapids  and  Missouri 
River  Railroad,  to  examine  into  the  matter  of  a  proposed  leasing 
of  the  said  Cedar  Rapids  and  Missouri  River  Railroad,  and  any 
extension  of  said  railroad  westerly  toward  the  Missouri  river,  with 
full  power  to  fix  and  determine  the  amount  of  rental  which  should 
be  paid  by  the  Galena  and  Chicago  Union  Railroad  Company,  and 
the  terms  and  conditions  of  a  lease  which  shall  be  made  of  said 
railroad  as  the  same  now  exists,  or  is  hereafter  to  be  constructed, 
to  the  said  Galena  and  Chicago  Union  Railroad  Company,  do 
hereby  certify,  that  I  have  fully  and  carefully  examined  into  the 
whole  subject,  and  have  taken  into  consideration  all  the  facts  and 
circumstances  justly  and  properly  affecting  said  lease,  and  I  do 
determine  that  said  lease  of  said  Cedar  Rapids  and  Missouri  River 
Railroad  shall  be  made  upon  the  terms  and  conditions  and  consid- 
erations and  rental,  which  are  set  forth  in  the  annexed  Contract 
and  Lease,  and  I  further  fix  and  determine  all  the  other  provisions 
and  stipulations  of  every  character  and  kind  which  should  go  into 
said  lease,  to  be  as  are  set  forth  in  said  annexed  Lease  and  Con- 
tract, and  I  further  determine  that  the  rental  of  said  railroad  and 
that  which  may  hereafter  be  built,  shall  be  paid  in  the  way  and 
manner  in  the  annexed  contract  mentioned.  And  I  further  certify, 
that  all  of  said  provisions  are  just  and  proper  for  the  mutual  and 
several  protection  of  said  respective  parties. 

(Signed)  E.  B.  TALCOTT, 

Referee. 


WITH  GALENA   AND    CHICAGO    UNION   RAILROAD   COMPANY.  61 


The  parties  to  the  preceding  Indenture,  for  the  consideration 
therein  recited,  covenant  and  agree  to  and  with  each  other,  upon 
the  following  articles,  as  explanatory  or  supplementary  to  the  said 
preceding  Indenture: 

FIRST. 

The  said  parties  of  the  second  part  agree  that  they  will  apply 
the  rental  provided  to  be  paid  to  the  party  of  the  first  part,  in  said 
preceding  Indenture,  to  the  payment  of  any  coupons  or  interest 
warrants  of  the  bonds  of  the  party  of  the  first  part,  which  are  due, 
when  presented  by  the  holders  thereof ;  but  the  said  parties  of 
the  second  part  agree  that  they  will,  at  the  request  of  the  parties 
of  the  first  part,  pay  said  rental,  and  apply  the  same  to  canceling 
of  any  coupons  which  may  be  presented  to  the  parties  of  the 
second  part  by  the  treasurer  of  the  parties  of  the  first  part,  before 
the  same  becomes  due  and  payable,  out  of  any  moneys  in  the 
hands  of  the  parties  of  the  second  part,  which  would  be  paid  to 
the  parties  of  the  first  part  as  rental,  under  and  by  virtue  of  said 
preceding  Indenture.  It  being  distinctly  understood,  however, 
that  said  parties  of  the  second  part  shall  not  be  obliged  to  pay  on 
said  coupons  a  greater  sum  than  the  rental  provided  for  in  said 
Indenture,  or  any  amount  additional  to  said  rental. 

SECOND.  • 

It  is  further  mutually  covenanted  and  agreed,  by  and  between 
the  parties  hereto,  that  in  case  said  parties  cannot  agree  upon  any 
person  to  perform  the  duties  provided  in  the  sixteenth  article  of 
said  preceding  Indenture,  then  in  case  of  the  happening  of  said 
contingency,  each  party  shall  choose  one  competent,  disinterested 
person,  and  said  two  persons  so  chosen,  shall  then  choose  a  third, 
and  said  three  persons  shall  then  perform  all  the  duties  prescribed 
in  said  article  sixteenth,  and  the  decision  of  two  of  said  persons 
so  chosen,  shall  be  final  and  conclusive,  and  binding  upon  both  the 
parties  to  this  said  Indenture. 

In  Witness  Whereof,  The  parties  hereto,  under  and  by  virtue 
of  the  acts  and  resolutions  of  the  stockholders  in  their  respective 
companies,  and  of  the  proceedings  thereunder,  authorizing  tho 
same,  have  caused  this  instrument  to  be  executed  as  their  act  and 


62  AGREEMENT C.  E.  *  iL  E.  B-  E.  CO..  "WITH  G.  i  C,  U.  B.  E.  CO. 

in  their  behalf  bj  their  respective  Presidents,  and  under  their 
several  corporate  seals,  and  attested  by  their  respective  Secre- 
taries, tlie  day  and  year  first  above  written. 

.    (Signed)  CEDAE  RAPIDS  AST>  MISSOURI  RTVEE 

\TU  s.]  RAILROAD, 

Br  L  R  CROCKER, 


L  C.  PAXMZ,  Siarttaj. 
(Signed)        GALKXA  ASD  CHICAGO  Uxiox  RACLEOAD 

Co  M  PAST, 
Br  WILLIAM  H.  BROWX, 


(Signed)        W.  M. 


BETWEEN    THE 

BELOIT  AND  MADISON  RAILROAD   COMPANY, 

AKD    THE 

GALENA  AND  CHICAGO  UNION  R.  R,  CO. 


IXDEXTTRE,  Made  this  second  day  of  January,  A.  D.  one  thou- 
sand eight  hundred  and  sixty-three,  between  the  Beloit  and 
Madison  Railroad  -Company,  a  corporation  duly  incorporated  and 
existing  under  the  laws  of  the  State  of  Wisconsin,  of  the  first 
part,  and  the  "Galena  and  Chicago  Union  Railroad  Company,  a 
corporation  chartered  by  the  legislature  of  the  State  of  Illinois, 
and  existing  under  and  by  virtue  of  the  laws  of  the  State  of 
Illinois,  of  the  second  part. 

The  Galena  and  Chicago  Union  Railroad  Company  above  named, 
are  now  the  owners  and  operators  of  a  line  of  railway  extending 
from  the  city  of  Chicago,  in  the  State  of  Illinois,  to  Beloit,  in  the 
State  of  Wisconsin. 

The  Beloit  and  Madison  Railroad  Company,  are  now  the  owners 
and  operators  of  a  railroad  from  Beloit  in  the  State  of  Wisconsin, 
to  Magnolia,  a  distance  of  about  twenty  miles,  and  are  authorized 
by  their  charter  to  build  said  railroad  through  to  Madison,  in  the 
State  of  Wisconsin,  and  are  now  engaged  in  building  the  same, 
and  expect  to  complete  the  same  within  the  next  ensuing  year  or 
thereabouts. 

At  Madison,  the  said  Beloit  and  Madison  Railroad  connects 
with  the  Sugar  River  Valley  Railroad,  a  section  of  which  is  now 
in  the  process  of  construction,  which  will,  when  completed,  extend 
from  Madison  to  Portage  City,  about  thirty-five  miles.  The 
Galena  and  Chicago  Union  Railroad  Company,  have  already 
agreed  upon  the  terms  of  a  perpetual  lease  of  said  Sugar  River 
Valley  Railroad,  between  Madison  and  Portage  City,  which  will 
be  consummated  if  a  similar  arrangement  can  be  made  by  said 
Galena  and  Chicago  Union  Railroad  Company,  with  said  Bt-loit 
and  Madison  Railroad  Company.  It  is  believed  to  be  for  the 
interest  of  all  parties  concerned  in  the  respective  railroads,  that 


64  AGREEMENT BELOIT   AND   MADISON  RAILROAD   COMPANY, 

they  should,  as  soon  as  they  are  completed,  be  controlled  and 
operated  as  one  continuous  through  line  from  Chicago  to  Portage 
City,  giving  to  each  of  the  companies  thus  combining  their  in- 
terests, the  proportionate  and  just  rights  and  remunerations  to 
which  they  are  respectively  entitled  in  the  premises. 

The  parties  of  the  second  part  propose,  in  view  of  the*mutual 
benefits  to  be  derived  from  the  completion  and  control  of  said 
through  line  to  Portage  City,  to  lease  of  the  Beloit  and  Madison 
Kailroad  Company,  their  entire  line  of  railroad  which  is  now  com- 
pleted, and  that  which  shall  hereafter  be  constructed  and  com- 
pleted, in  the  manner  and  upon  the  terms  hereinafter  provided, 
during  the  term  of  their  existence  as  a  railroad  company,  or  any 
renewal,  extension  or  re -organization  of  the  same. 

Now  therefore,  this  Indenture  Witnesseth,  That  the  parties 
hereto  have,  for  the  purpose  of  carrying  into  effect  the  objects 
before  recited,  and  for  the  mutual  benefits  and  considerations 
passing  between  them,  respectively  agreed,  and  dp  hereby  agree 
to  and  upon  the  following  articles  or  contract : 

ARTICLE   FIRST. 

The  parties  of  the  first  part  covenant  and  agree  to  and  with 
the  parties  of  the  second  part,  that  they  will  purchase  and  acquire 
the  right  of  way  for  said  railroad,  not  less  than  one  hundred  feet 
in  width,  except  in  cities  or  villages,  and  whenever  it  shall  be 
practicable  to  secure  a  perfect  right  of  way  by  ordinary  legal  pro- 
cess, or  by  reasonable  purchase  or  release  thereof  from  the  owners, 
the  same  shall  be  perfected  so  far  as  can  reasonably  be  done 
before  or  during  the  construction  of  said  road,  and  before  the 
whole  of  same  is  delivered  to  the  parties  of  the  second  part, 
and  in  cases  when  for  any  reason  they  cannot  procure  the  release 
of  title  for  the  purposes  of  the  railroad  before  the  completion  and 
delivery  of  the  same,  they  will  perfect  such  title  and  obtain  such 
proper  release  as  soon  as  practicable  thereafter. 

The  said  parties  of  the  first  part  do  further  covenant  and  agree, 
that  they  will  furnish  to  the  said  parties  of  the  second  part,  as  an 
incident  of  the  said  railroad  hereby  leased  and  granted,  the  neces- 
sary depot  and  station  grounds,  and  grounds  for  wood  yards, 
cattle  yards,  station  houses,  wells,  water  houses  and  tanks,  pumps, 
turn-outs,  side  tracks,  switches  and  platforms,1  all  of  which  shall 
be  suitable  and  sufficient  to  do  the  business  of  the  road  in  a  con- 
venient, safe  and  expeditious  manner,  and  which  shall  be  arranged, 
built  and  completed  to  the  satisfaction  and  acceptance  of  the 


WITH    GALENA.   AND   CHICAGO   UNION   KAILROAD    COMPANY.  65 

General  Superintendent  or  Chief  Engineer  of  the  parties  of  the 
second  part. 

ARTICLE    SECOND. 

The  said  parties  of  the  first  part  do  further  agree  and  covenant 
to  and  with  the  parties  of  the  second  part,  that  the  location  of  the 
line  from  Magnolia  (the  present  terminus  of  said  road)  to  Madison, 
and  the  adoption  of  grades  and  curvature,  shall  be  made  subject 
to  the  approval  of  the  said  General  Superintendent  or  Chief 
Engineer  of  the  parties  of  the  second  part. 

That  all  plans  of  bridges,  culverts,  structures,  buildings  and 
fixtures,  and  the  manner  of  laying  the  track  and  fencing  the  entire 
line,  shall  also  be  approved  by  the  said  engineer  of  the  parties  of 
the  second  part,  and  that  said  line  of  railroad  herein  specified, 
with  all  the  incidents,  appurtenances  and  fixtures,  shall  be  con- 
structed and  completed  in  a  good,  substantial  and  workmanlike 
manner,  subject  to  the  approval  and  acceptance  of  said  Superin- 
tendent or  Chief  Engineer  aforesaid,  on  or  before  the  first  day 
of 

Provided,  that  should  the  road  for  any  unforeseen  cause  not  be 
completed  by  the  time  above  limited,  such  delay  shall  not  work  a 
forfeiture  of  this  lease. 

ARTICLE    THIRD. 

It  is  further  agreed,  by  and  between  the  parties  hereto,  that  the 
said  parties  of  the  first  part  may,  in  order  to  ratise  money  to  aid  and 
assist  in  the  building  and  completion  of  said  railroad,  make  and 
execute  a  mortgage  upon  said  railroad  hereby  leased,  and  issue 
their  bonds  under  and  by  virtue  of  said  mortgage,  to  an  amount 
not  exceeding  four  hundred  thousand  dollars  par  bonds  payable  in 
twenty-five  years,  drawing  interest  at  seven  per  cent,  per  annum, 
with  coupons  payable  semi-annually,  and  secured  by  a  sinking 
fund  as  provided  by  the  terms  of  said  mortgage. 

And  it  is  further  agreed,  that  the  said  parties  of  the  first  part 
may,  in  accordance  with  the  terms  of  an  agreement  between  the 
parties  hereto,  which  provided  for  the  re-organization  of  the  said 
Beloit  and  Madison  Railroad  Company,  issue  preferred  stock,  to 
an  amount  not  exceeding  two  hundred  thousand  dollars,  and  com- 
mon or  deferred  stock,  to  an  amount  estimated  at  one  hundred 
thousand  dollars,  as  provided  for  in  said  agreement  for  the  re-or- 
ganization of  said  Beloit  and  Madison  Railroad  Company. 
9 


66  AGREEMENT BE  LOIT    AND    MADISON    RAILROAD    COMPANY, 


ARTICLE    FOURTH. 

The  said  parties  of  the  first  part,  for  and  in  consideration  of  the 
rents  and  covenants  hereinafter  it-served  to  be  paid  and  performed 
by  the  parties  of  the  second  part,  have  granted,  demised  and 
leased,  and  by  these  presents  do  grant,  demise  and  lease,  to  the 
said  parties  of  the  second  part,  their  successors  and  assigns,  for 
the  term  of  the  charter  of  the  said  pa-ties  of  the  first  part,  and  for 
the  term  of  any  renewal  or  extension  thereof  by  the  act  of  the 
legislature,  or  by  any  re-organization  of  said  company,  the  said 
railroad  of  the  parties  of  the  first  part,  and  all  its  rights  and  priv- 
ileges, together  with  the  right  of  way,  depot  and  station  grounds, 
structures  and  superstructures,  appendages,  fixtures,  side-tracks, 
turn-outs,  switches,  bridges,  culverts,  fencing,  and  all  the  real  and 
personal  property  necessary  for  said  railroad  and  incident  thereto, 
together  with  all  the  rights,  privileges  and  possessions,  which  are 
now  owned  by  said  railroad  company,  or  which  it  may  hereafter 
in  any  way  acquire  or  possess  —  meaning  and  intending  hereby 
to  grant,  demise  and  lease,  to  the  said  parties  of  the  second  part, 
the  entire  line  of  railroad  of  the  parties  of  the  first  part,  which 
they  now  own,  or  which  they  may  hereafter  build,  construct  and 
acquire,  under  and  by  virtue  of  their  said  charter  from  Beloit  to 
Madison,  in  the  State  of  Wisconsin,  and  to  give  to  said  parties 
of  the  second  part,  when  the  said  road  is  so  completed,  the  full, 
entire  and  absolute  control  of  the  same,  and  all  the  rights  and 
privileges  of  said  parties  of  the  first  part,  subject  to  the  payment 
of  the  rental  and  fulfillment  of  the  covenants  hereinafter  con- 
tained, during  the  existence  of  the  said  corporation  of  the  first 
parties,  or  any  renewal,  extension  or  re-organization  of  said  cor- 
poration. 

ARTICLE   -FIFTH. 

The  said  parties  of  the  second  part,  in  consideration  of  the  pre- 
mises before  recited,  the  fulfillment  of  which,  on  the  part  of  the 
parties  of  the  first  part,  according  to  the  terms  and  conditions  of 
this  contract,  is  hereby  made  a  condition  precedent  for  the  per- 
formance and  fulfillment  of  the  covenants  of  the  parties  of  the 
second  part,  do  covenant  and  agree  to  accept,  on  the  first  day  of 
January,  186-'<,  so  much  of  said  railroad  as  is  now  built,  constructed 
and  completed  as  aforesaid,  and  the  balance  of  said  road  as  fast  as 
the  same  shall  be  completed,  with  all  of  the  incidents,  appendages 
and  appurtenances  herein  provided,  and  to  lease  and  operate  the 
same  for  the  full  term  and  existence  of  the  said  corporation  of  the 
parties  of  the  first  part  and  for  any  renewal  or  extension  of  said 
charter  of  said  corporation,  or  any  re-organization  of  s.iid  corpora" 


AVI  I II    GAI.KXA    AND    CHICAGO    UNION    KA1LUOAD    COMPANY. 

tion,  and  the  said  parties  of  the  second  part  agree  to  pay  to  the 
said  parties  of  the  first  part,  for  the  use  and  enjoyment  of  said 
railroad,  and  for  all  the  rights  and  privileges  granted  and  benefits 
secured  or  intended  to  be  secured  by  this  indenture,  an  annual 
rental  in  the  manner  following,  viz.  : 

The  parties  of  the  second  part  stipulate  an  I  agree,  to  and  with 
the  parties  of  the  first,  that  from  and  after  the  time  aforesaid,  they 
will  furnish  the  necessary  rolling  stock,  and  will  thereafter  operate 
and  maintain  said  railroad,  so  far  as  the  same  shall  have  been  com- 
pleted and  accepted,  at  their  own  charge  and  expense,  and  pay,  as 
rental  for  said  road  annually,  such  sum  as  will  be  equal  to  fifty  per 
cent,  of  the  gross  earnings  on  said  road,  together  with  ten  per  cent, 
of  the  gross  earnings  upon  all  joint  business  upon  the  roads  of  the 
parties  to  this  agreement ;  meaning  by  joint  business,  any  busi- 
ness passing  over  the  whole  or  some  portion  of  the  roads  of  both 
the  parties  hereto.  It  is  mutually  agreed  between  the  parties 
hereto,  that  said  rental  shall  be  held  in  trust  by  the  parties  of  the 
second  part,  and  paid  in  the  following  order,  viz.  : 

1.  To  pay  the  coupons  or  semi-annual  interest  as  it  becomes 
due  upon  the  four  hundred  thousand  dollars  of  first  mortgage 
bonds  herein  provided  to  be  issued. 

•_'.  To  purchase  annually  so  many  of  said  bonds  as  may  be 
required  for  the  sinking  fund,  according  to  the  terms  of  said  mort- 
gage- 

3.  To  the  payment  of  the  expenses  of  the  trust. 

4.  To  pay  dividends,  not  exceeding  six  per  cent,  per  annum,  on 
the  preferred  stock;  and 

5.  To  pay  dividends  not  exceeding  .six  per  cent,  per  annum  on 
the  common  stock. 

It  is  further  understood  and  agreed,  by  and  between  the  parties 
hereto,  that  any  excess  of  said  ti'U't  fund  over  and  above  paving 
interest,  sinking  fund  and  dividends  as  aforesaid  in  each  current 
year,  shall  belong  to  the  parties  of  the  second  part. 

ARTICLE    SIXTH. 

In  case  the  parties  of  the  second  part,  their  successors  or  assigns, 
shall  neglect  or  fail  to  pay  the  rental  which  may  be  due  as  herein 
provided  for  thirty  days  after  the  same  shall  become  due  and  paya- 
ble, or  shall  fail  or  neglect  to  operate  and  maintain  said  road 
according  to  the  conditions  and  intent  of  this  lease,  then  this 
contract  may,  at  the  option  of  the  parties  of  the  first  part,  their 
successor-^  or  assigns,  be  declared  forfeited,  and  the  said  parties  of 
the  first  part,  their  successors  or  assigns,  may  have  the  ri_;ht  to 
declare  this  contract  forfeited,  and  to  reenter  and  take  full  pos- 


68  AGREEMENT BELOIT   AND   MADISON   RAILROAD   COMPANY, 

session  of  all  of  said  road,  its  appendages,  fixtures,  property  and 
rights  of  property  hereby  demised  and  leased,  and  all  alterations, 
additions  and  repairs  shall  inure  to  the  benefit  of  and  be  the  pro- 
perty of  the  parties  of  the  first  part;  and  the  parties  of  the  second 
part  shall  not  by  their  own  act  do  injury  to  or  reduce  the  value  of 
the  premises  hereby  leased. 

ARTICLE    SEVENTH. 

The  said  parties  of  the  second  part  further  agree,  that  they  will 
at  all  times  during  the  existence  of  this  agreement,  faithfully,  and 
at  their  own  expense  maintain  and  efficiently  operate  said  railroad, 
and  keep  the  same  in  good  repair  and  condition  with  all  its  appur- 
tenances and  incidents,  that  they  will  furnish  and  supply  at  all 
times  a  sufficient  and  ample  amount  of  motive  power,  and  freight, 
passenger  and  other  cars,  to  do  advantageously  and  in  a  proper 
manner  all  the  business  which  may  be  offered  or  procured  for  said 
railroad,  and  will  in  all  ways  furnish  all  needful  and  proper  facili- 
ties for  the  increasing  business  of  said  line,  and  the  growing 
demands  of  the  country  by  its  increasing  production  ;  and  will 
further  adopt  such  judicious  and  efficient  measures  as  may  tend 
to  make  the  said  through  line  between  Chicago  and  the  northern 
terminus  of  the  road  of  the  parties  of  the  first  part,  a  main  and 
prosperous  line  towards  the  Mississippi  river  and  for  the  North- 
West. 

ARTICLE    EIGHTH. 

And  the  parties  of  the  second  part  further  agree,  that  they  will 
assume  and  pay  all  public  taxes  and  assessments  which  may  be 
imposed,  assessed  or  levied  on  said  railroad  and  its  appurtenances 
:md  appendages,  by  the  State  or  General  Government,  or  munici- 
pal authorities  of  cities,  after  they  shall  have  taken  possession  of 
said  railroad  as  aforesaid,  it  being  the  intention  and  effect  of  this 
instrument,  that  the  parties  of  the  second  part  shall  pay  all  taxes 
and  assessments  which  they  would  be  liable  to  pay  as  the  actual 
owners  of  said  property  under  the  charter  of  the  parties  of  the 
first  part ;  reckoning  the  date  of  the  ownership  from  the  day  when 
the  said  parties  of  the  second  part  accept  the  road  and  enter  into 
the  full  and  complete  enjoyment  of  the  property. 

ARTICLE    NINTH. 

The  parties  of  the  second  part  agree  to  keep  in  proper  and  mer- 
cantile form  the  accounts  of  the  business  and  operations  of  said 
'line,  hereby  leased — showing  the  receipts  of  said  road  and  sources 
thereof,  and  will,  at  the  request  of  the  parties  of  the  first  part,  fur- 


WITH    GALENA   AND   CHICAGO   UNION    RAILROAD   COMPANY. 

nish  in  due  season  to  the  parties  of  the  first  part,  all  such  state- 
ments and  items,  so  far  as  they  have  the  control  thereof  which 
shall  be  necessary  to  enable  the  parties  of  the  first  part  to  comply 
with  any  requirement  of  law  in  the  making  of  reports  under  their 
charter,  and  will  furnish  to  the  said  parties  of  the  first  part,  at  the 
end  of  each  month  as  near  as  practicable,  and  at  the  end  of  each 
year,  a  full  and  correct  statement  of  the  amount  and  results  of  the 
use  and  operation  of  the  said  railroad  hereby  leased  and  intended 
to  be  leased,  the  annual  statement  to  be  verified  by  the  affidavit  of 
some  proper  officer  of  the  parties  of  the  second  part. 

ARTICLE    TENTH. 
t 

It  is  further  mutually  agreed  by  and  between  the  parties  hereto, 
that  the  General  Superintendent  of  the  Galena  and  Chicago  Union 
Railroad  Company,  shall  make  and  fix  the  tariff  of  freight  and 
passengers,  on  all  local,  joint  and  through  business,  and  business 
with  connecting  lines,  provided,  that  in  all  joint  tariffs  the  pro- 
portion to  be  allowed  to  the  Beloit  and  Madison  Railroad  Company 
shall  not  be  less  than  a  pro  rata  share  of  the  whole  rate  —  in 
proportion  to  the  distance  which  freight  or  passengers  may  be 
transported  on  the  said  Beloit  and  Madison  Railroad  and  connect- 
ing lines.  The  rates  of  tariff  for  local  passengers  and  freight 
shall  be  fair  and  equitable,  and  the  rates  per  mile  shall  be  the  same 
for  like  classes  of  freight,  whether  carried  north  to  Madison  or 
south  to  Beloit. 

»  ARTICLE  ELEVENTH'. 

And  whereas,  it  is  the  object  and  purpose  of  this  Indenture  to 
secure  to  the  parties  of  the  second  part,  so  far  as  may  lawfully  be 
done,  the  permanent  control  and  direction  of,  and  interest  in,  the 
estate  and  premises  hereby  granted,  and  intended  to  be  granted, 
subject  only  to  the  full  security  of  the  parties  of  the  first  part  in  the 
permanent  receipt  and  enjoyment  of  the  rental  reserved  and  pro- 
%  ided  for  in  this  Indenture,  and  to  the  obligations  herein  contained. 
And  whereas,  therefore,  in  reference  to  all  the  liabilities  which  may, 
during  the  continuance  of  this  Indenture,  arise  or  accrue,  be 
enforced,  or  attempted  to  be  enforced,  against  the  parties  of  the  first 
part,  as  the  resident  owners  of  said  railroad  estate  and  incidents, 
and  also,  in  reference  to  the  performance  of  all  duties  or  obligations 
which  may  be  enjoined  upon  or  required  of  the  owners  and  operation 
of  said  estate  and  incidents,  from  considerations  of  public  policy 
the  parties  of  the  second  part  should  be  held  and  treated  in  tin  si- 
regards  as  the  actual  owners  thereof. 

Now,  therefore,  it  i.s  agreed  and  covenanted,  that  in   regard  to 


70  AGREEMENT  —  BELOIT   AND   MADISON    RAILROAD   COMPANY, 

all  fines  and  penalties  imposed  by  law  for  the  commission  of  any 
act  prohibited,  or  the  omission  of  any  act  or  duty  enjoined,  in 
respect  to  all  damages  or  injury  to  persons  or  real  estate,  in  any- 
wise arising  from  the  act  or  negligence  of  the  parties  of  the  second 
part,  or  their  agents,  and  in  respect  to  damage  or  injury  to  per- 
sons in  anywise  arising  or  occurring  upon  said  road  during  its 
operation  and  management  by  the  parties  of  the  second  part,  and 
generally  in  reference  to  all  the  incidental  and  accidental  risks 
and  liabilites  assumed  by  a  railroad  corporation  owning  and  opt-rat- 
ing  its  road,  the  parties  of  the  second  part  shall  become,  and 
they  agree  to  be  liable  to  the  same  extent  in  reference  to  the 
subject  matter  covered  by  this  article,  as  if  said  parties  were  the 
actual  owners  of  said  road  and  estate  hereby  leased.  And  they 
hereby  covenant  to  assume  and  pay  all  such  demands  and  liabil- 
ities, and  to  protect  the  estate  and  premises  aforesaid  against  the 
effect,  charge  and  lien  of  any  fine,  judgment  or  decree,  imposed 
or  recovered  in  any  such  case  of  liability. 

Nothing  contained  in  this  article,  however,  shall  in  anywise 
be  regarded  or  construed  as  implying  or  imposing  any  liability 
whatever  upon  the  parties  of  the  second  part  to  assume  any 
pecuniary  liability  or  obligation  of  said  parties  of  the  first  part' 
existing  by  its  own  contract,  expressed  or  implied,  through  the 
acts  of  its  officers  or  agents. 

ARTICLE   TWELFTH. 

And  the  said  parties  of  the  first  part  further  covenant  and  agree, 
to  and  with  the  parties  of  the  second  part,  that  they  will  at  all 
times  protect  the  said  parties  of  the  second  part  in  the  quiet 
enjoyment  and  peaceable  possession  of  all  the  premises  hereby 
granted  or  intended  to  be  granted,  and  of  all  the  rights  and  priv- 
ileges hereby  granted  or  intended  to  be  granted,  and  will  assume 
and  pay  all  liens  and  incumbrances  at  any  time  found  to  exist  on 
said  premises,  or  which  may  hereafter  be  created  by  said  parties 
of  the  first  part,  or  happen  or  occur  by  the  acts  of  the  said  parties 
of  the  first  part,  or  any  of  their  servants  or  agents  on  said  prem- 
ises, and  will  indemnify  and  save  harmless  said  parties  of  the 
second  part  from  all  costs,  damages  and  legal  charges  connected 
therewith  or  arising  therefrom. 

ARTICLE    THIRTEENTH. 

The  maps,  plans,  profiles,  surveys,  title  papers  and  contracts 
relating  to  the  right  of  way,  road,  track  and  all  lands  and  grounds 
used  or  occupied  for  railroad  purposes,  or  to  be  used  or  occupied 


\VITII   GALENA   AND   CHICAGO   UNION   RAILROAD   COMPANY.  71 

for  railroad  purposes,  shall  be  delivered  to  the  parties  of  the  second 
part,  at  the  time  that  they  take  possession  of  said  railroad  as  hereiu 
provided  for,  or  as  soon  thereafter  as  practicable.  „ 

ARTICLE   FOURTEENTH. 

And  to  enable  the  said  parties  of  the  second  part  to  beneficially 
enjoy  said  property,  rights  and  privileges  herein  demised  or  intend- 
ed to  be  demised,  the  said  parties  of  the  first  part  hereby  appoint 
the  said  parties  of  the  second  part,  their  successors  and  assigns, 
their  attornies  irrevocable,  with  full  power  and  right  to  use  the 
name  of  the  said  parties  of  the  first  part,  in  and  about  the  business, 
maintenance,  operation  and  use  of  the  said  road,  with  power  to 
make  any  and  all  such  contracts  in  the  furtherance  of  the  objects  of 
this  lease,  with  any  persons  or  corporations  in  the  name  of  the 
said  parties  of  the  first  part,  and  under  their  corporate  seal  or 
otherwise,  and  generally  to  do  all  other  acts  and  things  in  and 
about  the  premises,  which  said  parties  of  the  first  part  might 
lawfully  .do,  and  to  use  the  name  of  said  parties  of  the  first  part  in 
and  about  'any  legal  proceedings  and  suits,  either  at  law  or  in 
equity,  as  to  the  said  parties  of  the  second  part  may  seem  requi- 
site and  necessary  in  carrying  out  the  objects  and  intentions  of 
this  indenture,  all  of  which  is  to  be  at  the  proper  cost  and  charges 
and  risk  of  the  said  parties  of  the  second  part,  their  successors  and 
assigns. 

And  the  said  parties  of  the  second  part  further  covenant  and 
agree,  to  and  with  the  said  parties  of  the  first  part,  their  succes- 
sors and  assigns,  that  the  said  parties  of  the  second  part  shall  and 
will,  during  the  term  hereby  granted,  operate,  maintain  and  keep 
in  repair  the  said  demised  premises,  and  indemnify  and  save  harm- 
less the  said  parties  of  the  first  part,  their  successors  and  assigns, 
against  and  from  all  costs,  expenses  and  damages  growing  out  of 
the  maintaining,  operating,  repairing  and  using  the  said  road,  and 
the  said  parties  of  the  first  part  hereby  covenant  and  agree  to  and 
with  the  said  parties  of  the  second  part,  their  successors  and 
assigns,  that  they  will,  during  the  term  in  which  the  provisions  of 
this  indenture  shall  be  in  force,  preserve  and  continue  the  legal 
organization  of  said  Beloit  and  Madison  Railroad  Company  —  will 
hold  meetings,  keep  records,  pass  votes,  and  appoint  officers,  so 
far  as  necessary  to  enable  the  parties  of  the  second  part  to  carry 
into  full  force  and  effect  the  object  of  this  instrument,  and  that  they 
will  take  all  such  legal  and  necessary  steps  to  renew  the  charter 
of  their  said  corporation  upon  or  before  its  expiration  as  will  effect 
said  object,  and,  so  far  as  they  can  in  any  way  control  the  same, 
render  said  corporation  perpetual. 


72  AGREEMENT  —   B.  <fe  M.  R.  R.  CO..  WITH  G.  &  C.  TT.  R.  R.  CO. 

And  the  said  parties  of  the  first  part  further  agree,  that  they 
will  give  such  further  and  other  assurances,  and  will  execute  such 
further  instruments  and  documents,  and  contracts  and  writings  as 

o 

may  be  necessary  to  fully  carry  out  the  objects  of  this  lease  and 
contract,  and  that  they  will,  at  any  and  all  times  hereafter,  when 
requested  by  the  said  parties  of  the  second  part,  use  their  corpor- 
ate powers,  and  do  and  perform  in  their  o\vn  corporate  name,  any 
and  all  acts  and  things  that  may  be  necessary  fully  to  protect  the 
said  parties  of  the  second  part,  in  the  full  and  complete  enjoyment 
of  all  the  rights  and  privileges  herein  granted. 

And  the  said  parties  of  the  first  part  further  covenant  and 
agree,  with  the  said  parties  of  the  second  part,  that  they,  the  said 
parties  of  the  first  part,  are  well  and  truly  seized  of  the  premises 
hereby  demised,  and  have  full  power  to  convey  the  same ;  and  in 
the  quiet  enjoyment  of  said  parties  of  the  second  part,  shall  and 
will  warrant  and  by  these  presents  forever  defend. 

In  Witness  Whereof,  The  respective  parties  hereto  have  caused 
this  instrument  to  be  executed  as  their  act  and  in  they  behalf,  by 
their  respective  Presidents  and  under  their  several  corporate  seals, 
and  attested  by  their  respective  Secretaries,  the  day  and  year  first- 
above  written. 

[L.  s.]  (Signed)  BELOIT  AND  MADISON  RAILROAD 

COMPANY, 

By  JOHN  B.  TURNER,  President. 
Attest: 
(Signed)        WALHO  ABIEL, 

Secretary. 

[L.  s.]         (Signed)  GALENA  AND  CHICAGO  UNION  RAILROAD 

COMPANY, 

By  VV.  H.  BROWN,  Predlent 
Attest : 
(Signed)  W.  M.  LARRABEK, 

Secretary. 


